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Terms of use.

Updated: August 8th, 2023.

Thank you for using Abzu AI!

These terms represent the Terms of use between Abzu ApS (“abzu.ai,” “we,” or “us”) and you, and governs your use of the Services provided by Abzu including our website, application programming interface and documentation. By using the Services or accepting these Terms, you (i) accept these Terms, as may be amended from time to time as provided below, and (ii) understand that you are entering into a binding legal agreement with Abzu. Our privacy policy explains how we collect and use personal information.

These terms of use replace all prior versions of the “Abzu Platform Terms of Services” “Abzu End User License Agreement”, and any previously linked “Terms of Use”.

Certain capitalized terms used in this Agreement are defined in the Glossary section at the end of this document.

1. Registration and access.

(a) Minimal Age. You must be at least 18 years old to access and use the Services.

(b) Authority & Registration. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register for an account.

(c) Protect Credentials. You may not make your access credentials or account available to others, and you are responsible for all activities that occur using your credentials.

2. Use of service.

a) Use of Services. By entering into the Agreement, Abzu grants you, and any of your Authorized Users, a limited, non-perpetual, non-transferable, non-assignable, and non-exclusive right to use the Services. You will comply with these Terms and all applicable laws when using the Services. Abzu owns all rights, title, and interest in and to the Services and Solution.

(b) Restrictions. You may not:

  1. Use the Services for anything that could reasonably be considered illegal or in a way that infringes, misappropriates or violates any Person’s rights;
  2. Reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law);
  3. Use output from the Services to develop models that compete with Abzu;
  4. Except as permitted through APIs provided by Abzu, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction;
  5. Buy, sell, or transfer API keys without our prior consent;

(c) In relation to the Authorized Users, you promise that:

  1. The maximum number of Authorized Users will not exceed the number of seats you have purchased from time to time; ‍
  2. You will not allow any seat to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User will no longer have any right to access or use the Solution;
  3. If You breach either c(i) or c(ii) above, you will be obligated to pay for the additional use of the Services an amount equal to the fees which we would have levied (in accordance with our normal commercial terms then current) had we provided any such excess use on the date when such use started; and
  4. Each Authorized User will keep the credentials used to access the Solution confidential and secure and not share such credentials with anyone else.

(d) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these things, we will treat any information you give us in accordance with GDPR and we may use it without restriction or compensation to you. We may use content you provide to our Services to help develop and improve our Services.

(e) Third Party Services. Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.

3. Content.

(a) Your Content and Your Data: You can provide input to the Services (‘Input’) and receive generated output (‘Output’). Together, Input and Output are referred to as ‘Content’. As between the Parties, subject to your compliance with the Agreement and to the extent as permitted by title and applicable law, Abzu assigns to you all its rights and interests in the Output. This allows you to use Content for any purpose, including commercial uses such as sale or publication. Abzu may use the Content to maintain the Services, comply with laws, and enforce policies. You’re responsible for ensuring the Content doesn’t violate any laws or these Terms.

4. Intellectual property.

(a) Except as expressly stated in the Agreement, the Agreement does not grant either Party any rights, implied or otherwise, to the other Party’s Datasets or other data, trademarks, services, or any of the other Party’s intellectual property. As between the Parties, you own all your intellectual property rights, and we own all intellectual property rights connected to the Solution and Services provided by us, including any modifications and future developments hereof.

(b) The Abzu name, and Abzu’s other product and service names, and logos used or displayed in connection with the Services are registered or unregistered trademarks of Abzu (collectively, the “Marks”), and you may only use such Marks to identify you as a customer of the Solution; provided that you do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Abzu or the Services, the Solution or other of Abzu’s products.

(c) Abzu shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback we receive from any of our users.

5. Fees, payments, and renewal.

(a) Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis but may reasonably change the date on which the charge is posted. You authorize Abzu and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in the currency stated in our invoices and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement.

(b) Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. Abzu uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up to date.

(c) Price Changes. We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons, which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.

(d) Disputes and Late Payments. If you want to dispute any Fees or Taxes, please contact support@abzu.ai within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees are past due, we may suspend your access to the Services after we provide you written notice of late payment.

(e) Free Tier. You may not create more than one account to benefit from credits provided in the free tier of the Services. If we believe you are not using the free tier in good faith, we may charge you standard fees or stop providing access to the Services.

(f) Renewal. Your Subscription will renew automatically until you terminate the Subscription. Upon renewal of your Subscription, this agreement will terminate, and your Subscription will thereafter be governed, by the terms and conditions set forth in the Abzu website on the date on which your Subscription is renewed. If you do not agree to any Renewal Terms, you may decline to renew your Subscription.

6. Security and data protection.

(a) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Abzu and provide details of the vulnerability or breach.

(b) Processing of Personal Data. If you use the Services to process personal data, including client data or customer data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law. If you will be using the Abzu API for the processing of “personal data” as defined in the GDPR, our Data Processing Agreement applies.

7. Term and termination.

(a) Term. These Terms take effect when you first use the Services and remain in effect until terminated.

(b) Termination; Suspension. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Use of Services), 6 (Security and Data Protection), 9 (Governing Law & Dispute Resolution) or 10 (General Terms), if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.

(c) Effect on Termination. Upon termination, your right to use the Services and Solution terminates and you will stop using the Services. The sections of these Terms which by their nature should survive termination or expiration should survive, including but not limited to Sections 3 (Content) and Sections 5-9.

(d) No Refund Upon Termination. Should your subscription be terminated for any reason before the conclusion of the current subscription period, you will not be eligible for a refund, whether in whole or in part, of any fees paid for that subscription period. This includes but is not limited to terminations initiated by either party and for any cause.

8. Indemnification; Disclaimer of warranties; Limitations on liability.

(a) Indemnification. By using our Services, you agree to protect, compensate, and absolve us, our affiliates, and our personnel from any and all claims, damages, and costs (including legal fees) that arise from your use of the Services. This includes, but is not limited to, matters relating to your Content, products or services you develop or offer in connection with our Services, or any breach of these Terms or violation of applicable law on your part.

(b) Disclaimer. Our services are offered as they currently exist. We and our partners make no promises of any kind regarding the services, unless explicitly required by law. This includes, but is not limited to, no assurances of marketability, suitability for a specific use, or any assurances originating from transaction history or trade usage. We cannot guarantee that our services will be without interruptions, precise, or free from errors, or that any content will be secure or not subject to loss or alteration. Notwithstanding the above-mentioned limitation, Abzu and its employees undertake to perform the Services with skill and care.

(c) Limitations of Liability. Neither we, nor any of our affiliates or licensors, will be responsible for any indirect or unpredictable damages, including but not limited to, loss of profits, goodwill, usage, data, or other losses, even if we have been warned about these potential damages. Our total liability under the Agreement can under no circumstance exceed the amount you paid for the service that led to the claim during the 12 months before the liability arose. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these jurisdictions, our liability will be limited to the greatest extent permitted by law.

9. Governing law and dispute resolution.

(a) Governing Law. The Agreement, our Services, and the use of our Solution by you or any other User, shall be governed by and interpreted in line with the laws of Denmark without regard to any conflict of law principles.

(b) Disputes. Any disagreement or dispute related to these terms, the Services, or the use of the Services by the Customer or any User, will be resolved solely in a court located within Denmark that has the appropriate legal authority. Each party involved agrees to accept the jurisdiction of these Danish courts without any objections.

(c) Injunctions. To safeguard a Party’s intellectual property rights or any other rights under this Agreement, this section (Governing Law & Dispute Resolution) should not inhibit such a Party from pursuing temporary measures or remedies, such as but not limited to injunctions, within jurisdictions other than Denmark.

10. General terms.

(a) Relationship of the Parties. These Terms do not establish a partnership, joint venture, or agency association between you and Abzu, or any of Abzu’s affiliates. We are independent entities and neither party has the authority to create obligations or make commitments on behalf of the other without prior written consent.

(b) Use of Brands. You may not use Abzu’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.

(c) Assignment and Delegation. You’re not permitted to transfer or delegate any rights or duties under the Agreement or the license to use without Abzu’ written consent, even in a change of control situation. Any attempt to do so will be considered null and void. We retain the right to transfer these Terms in the event of a merger, acquisition, sale of the majority of our assets, to an affiliate, or during a corporate reorganization.

(d) Modifications. We may update these Terms periodically and will post the revised version on our website. If an update significantly impacts your rights or obligations under these Terms, we’ll notify you by email or through an in-product notification. Such changes will take effect no less than 30 days after we inform you. Any other modifications will be effective immediately. Your ongoing use of our Services after any change signifies your acceptance of these modifications.

(e) Notices. All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Abzu accepts service of process at this address: Abzu ApS, Orient Plads 1, Mezzanine, 2150 Copenhagen, Denmark, Attn: info@abzu.ai.

(f) Waiver and Severability. If you do not comply with these Terms, and Abzu does not take action right away, this does not mean Abzu is giving up any of our rights. Except as provided in Section 8, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

(g) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Abzu and its affiliates, and Abzu shall have the right to seek injunctive relief against you in addition to any other legal remedies.

(h) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and Abzu regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Abzu on that subject.

11. Glossary.

(a) In this Agreement, unless the context otherwise requires, the following definitions will apply:

“Agreement” means these terms (including all schedules), which includes the terms of service, privacy policy, and other rules and policies.

“Authorized Users” means the individuals or entities that you have purchased seats for and as such acquired permission to use the services under your account or authority.

“GDPR” means the General Data Protection Regulation, a European Union regulation on data protection and privacy.

“Fees” means the charges that you are obligated to pay us for the ability to access the solution that you have procured in accordance with your selected pricing plan.”

“Person” means any physical individual or legal entity, and the heirs, executors, administrators, legal representatives, successors and assigns of that person where the context so admits.

“Services” means any of the Abzu-hosted services which are made available by Abzu under the Solution and to which you subscribe under these Terms.

“Solution” means our no-code artificial intelligence data analysis solution, which is accessible online under the software-as-a-service.

“Subscription” means the model where you pay a recurring fee (e.g. monthly) to have access to our Services.

“Taxes” means additional charges that might be levied by the government on the services provided.

“Term” means the term of this Agreement as specified in Section 7 (a).

“Terms” means these Terms of use.

“Your Data” means any information that is provided by or on behalf of You to Us as part of Your use of the Services, including any information derived from such information.

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