This Mesh-AI Data & AI Readiness Terms of Service (“Agreement”) is entered into by and between Mesh-AI (“Mesh-AI”) and the entity or person placing an order for or accessing the Service (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below. If you are accessing or using the Service on behalf of your company, you represent that you are authorised to accept this Agreement on behalf of your company, and all references to “you” reference your company.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer's initial access to the Service through any online provisioning, registration or order process or (b) the effective date of the first Order. This Agreement will govern Customer's initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. Mesh-AI may modify this Agreement from time to time as permitted in Section 19 (Modifications to Agreement).
Mesh-AI offers a unique Service for benchmarking an organisation's respective readiness regarding the use of artificial intelligence (AI) in their business. Customer maintains sole control over the types and content of all Customer Content it submits to the Service.
During the Freemium Subscription Term, Customer may access and use the Service only for its internal business or personal purposes in accordance with this Agreement, including any usage limits in an Order. This includes the right to copy and use the Software as part of Customer's authorised use of the Service.
Only Users may access or use the Service. Each User must keep its login credentials confidential and not share them with anyone else. Customer is responsible for its Users' compliance with this Agreement and actions taken through their accounts (excluding misuse of accounts caused by Mesh-AI's breach of this Agreement). Customer will promptly notify Mesh-AI if it becomes aware of any compromise of its User login credentials.
Customer may designate a User as an administrator with control over Customer's Service account, including management of Users and Customer Content. Customer is fully responsible for its choice of administrators and any actions they take.
Customer's Affiliates may use the Service as Users of Customer. Alternatively, an Affiliate of Customer may enter its own Order(s) as mutually agreed with Mesh-AI, and this creates a separate agreement between the Affiliate and Mesh-AI that incorporates this Agreement with the Affiliate treated as “Customer.” Neither Customer nor any Customer Affiliate has any rights under each other's agreement with Mesh-AI, and breach or termination of any such agreement is not breach nor termination under any other.
If you created an account using an email address belonging to your employer or other entity, you represent and warrant that you have authority to create an account on behalf of such entity and further acknowledge that Mesh-AI may share your email address with and control of your account may be taken over by such entity (as the “Customer”). Upon such takeover, the administrator controlling the account may be able to (i) access, disclose, restrict or remove information from the account, (ii) restrict or terminate your access to the Service and (iii) prevent you from later disassociating such account from the Customer.
Through the Service you control who you share Data & AI Readiness access with. Data & AI Readiness has no liability for how others may access or use Customer Content as a result of your or your Users' decision to provide access to the Service. Readiness assessment responses are aggregated to provide industry average benchmarks.
The Service is not intended for, and may not be used by, anyone under the age of 16. Customer is responsible for ensuring that all Users are at least 16 years old.
Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell or sublicense the Service to a third party, (b) use the Service on behalf of, or to provide any product or service to, third parties, (c) use the Service to develop a similar or competing product or service, (d) scrape, data mine, reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to or unauthorised data from the Service, except to the extent expressly permitted by Law (and then only with prior notice to Mesh-AI), (e) modify or create derivative works of the Service or copy any element of the Service (other than authorised copies of the Software), (f) remove or obscure any proprietary notices in the Service or otherwise misrepresent the source of ownership of the Service, (g) publish benchmarks or performance information about the Service, (h) interfere with the Service's operation, circumvent its access restrictions or conduct any security or vulnerability test of the Service, (i) transmit any viruses or other harmful materials to the Service, (j) allow Users to share User seats, (k) engage in any fraudulent, misleading, illegal or unethical activities related to the Service or (l) use the Service to store or transmit material which contains illegal content.
During the Subscription Term, Mesh-AI will provide a best endeavours support service. No service level agreements will be provided for the solution as part of the Freemium Subscription Term.
Customer grants Mesh-AI the non-exclusive, worldwide right to use, copy, store, transmit and display Customer Content and to modify and create derivative works of Customer Content (for reformatting or other technical purposes), but only as necessary to provide the Service, Support and any Technical Services to Customer under this Agreement.
Mesh-AI uses reasonable technical and organisational measures designed to protect the Service and Customer Content.
During the Freemium Subscription Term or within 30 days thereafter, Customer may delete its Customer Content from the Service. After this period, Mesh-AI may delete Customer Content in accordance with its standard schedule and procedures. If Customer elects to proactively delete its account at any time, all associated Customer Content will be deleted permanently and cannot be retrieved.
Customer is responsible for its Customer Content, including its content and accuracy, and agrees to comply with Laws in using the Service. Customer represents and warrants that it has made all disclosures and has all rights, consents and permissions necessary to use its Customer Content with the Service and grant Mesh-AI the rights in Section 4.1 (Data Use), all without violating or infringing Laws, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to the Customer Content.
Customer must not use the Service with Prohibited Data or for High Risk Activities. Customer acknowledges that the Service is not intended to meet any legal obligations for these uses, including PCI and ISO requirements. Notwithstanding anything else in this Agreement, Mesh-AI has no liability for Prohibited Data or use of the Service for High Risk Activities.
Mesh-AI may suspend Customer's or a User's access to and use of the Service and related services if Customer breaches Section 2.8 (Age Requirement for Users), Section 2.9 (Restrictions) or Section 5 (Customer Obligations), if Customer's account is 10 days or more overdue or if Customer's or User's actions risk harm to other customers or the security, availability or integrity of the Service. Where practicable, Mesh-AI will use reasonable efforts to provide Customer with prior notice of the suspension. Once Customer resolves the issue requiring suspension, Mesh-AI will restore Customer's or User's access to the Service in accordance with this Agreement.
This subscription term is to utilise the Data & AI Readiness Freemium product.
Mesh-AI warrants to Customer that:
(a) the Service will perform materially in a best endeavours model and Data & AI Readiness will endeavour not to materially decrease the overall functionality of the Service during a Freemium Subscription Term and (b) Mesh-AI will perform any Technical Services in a professional and workmanlike manner.
The Service, Support, Technical Services and all related Mesh-AI services are provided “AS IS”. Mesh-AI and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Without limiting its express obligations in this agreement, Mesh-AI does not warrant that Customer's use of the Service will be uninterrupted or error-free or that the Service will meet Customer's requirements, operate in combination with third-party services used by Customer or maintain Customer Content without loss. Mesh-AI is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside Mesh-AI's control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.
This Agreement starts on the Effective Date and continues until the customer notifies Mesh-AI that they wish to terminate their Freemium subscription.
Either party may terminate this Agreement if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
Either party may terminate this Agreement (including all Orders) at any time for any reason upon 90 days' notice to the other party, provided (i) Customer will not be entitled to a refund of any pre-paid fees and (ii) if Customer has not already paid all applicable fees for the then-current Subscription Term, any such fees that are outstanding will become immediately due and payable.
Upon expiration or termination of this Agreement or an Order, Customer's access to the Service and Technical Services will cease. At the disclosing party's request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party's Confidential Information (excluding Customer Content. Customer Content and other Confidential Information may be retained in the receiving party's standard backups after deletion but will remain subject to this Agreement's confidentiality restrictions.
These Sections survive expiration or termination of this Agreement: Restrictions, Customer Obligations, Disclaimers, Effect of Termination, Survival, Ownership, Limitations of Liability, Indemnification, Confidentiality, Required Disclosures, General Terms and Definitions. Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
Neither party grants the other any rights or licences not expressly set out in this Agreement. Except for Mesh-AI's use rights in this Agreement, between the parties Customer retains all intellectual property and other rights in Customer Content and Customer Materials provided to Mesh-AI. Except for Customer's use rights in this Agreement, Mesh-AI and its licensors retain all intellectual property and other rights in the Service, any Technical Services deliverables and related Mesh-AI technology, templates, formats and dashboards, including any modifications or improvements to these items made by Mesh-AI. Mesh-AI may generate and use Usage Data to operate, improve, analyze and support the Service and for other lawful business purposes. If Customer provides Mesh-AI with feedback or suggestions regarding the Service or other Mesh-AI offerings, Mesh-AI may use the feedback or suggestions without restriction or obligation.
This Consequential Damages Waiver will not apply to the extent prohibited by Laws. Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, revenues, goodwill, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.
Except for Excluded Claims, each party's (and its suppliers') entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Mesh-AI during the prior 3- months under this Agreement.
“Excluded Claims” means: (a) Customer's breach of Restrictions or Customer Obligations, (b) either party's breach of Confidentiality but excluding claims relating to Customer Content), (c) amounts payable to third parties under Customer's obligations in respect of Indemnification by Customer, (d) either party's willful misconduct or (e) Mesh-AI's performance of the Service that results in death, personal injury or damage to tangible property.
The waivers and limitations in this agreement apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
Customer will defend Mesh-AI from and against any third-party claim to the extent resulting from Customer Content, Customer Materials or Customer's breach or alleged breach of the Customer Obligations, and will indemnify and hold harmless Mesh-AI against any damages or costs awarded against Mesh-AI (including reasonable attorneys' fees) or agreed in settlement by Customer resulting from the claim.
The indemnifying party's obligations in this agreement are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defence and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party's expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party's prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service, when Mesh-AI is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
In response to an actual or potential infringement claim, if required by settlement or injunction or as Mesh-AI determines necessary to avoid material liability, Mesh-AI may at its option: (a) procure rights for Customer's continued use of the Service, (b) replace or modify the allegedly infringing portion of the Service to avoid infringement without reducing the Service's overall functionality or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. Mesh-AI's obligations in this agreement do not apply (1) to the extent infringement results from Customer's modification of the Service or use of the Service in combination with items not provided by Mesh-AI (including Third-Party Platforms), (2) to infringement resulting from Software other than the most recent release provided by Mesh-AI, (3) to unauthorised use of the Service, (4) if Customer settles or makes any admissions about a claim without Mesh-AI's prior consent, (5) if Customer continues to use the Service (or any element thereof) after being notified of allegedly infringing activity or informed of modifications that would have avoided the alleged infringement or (6) to Trials and Betas or other free or evaluation use. This section sets out Customer's exclusive remedy and Mesh-AI's entire liability regarding infringement of third-party intellectual property rights.
“Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Mesh-AI's Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service. Customer's Confidential Information includes Customer Content.
As receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.1 (Data Use), and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Mesh-AI, the subcontractors referenced in Section 20.9), provided it remains responsible for their compliance with this Section 15 and they are bound to confidentiality obligations no less protective than this Section 15.
These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party's Confidential Information.
Unauthorised use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this agreement.
Nothing in this Agreement prohibits either party from making disclosures, including of Customer Content and other Confidential Information, if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
If Customer receives access to the Service or Service features on a free or trial basis or as an alpha, beta or early access offering (“Trials and Betas”), use is permitted only for Customer's internal evaluation during the period designated by Mesh-AI. Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features that Mesh-AI may never release, and their features and performance information are Mesh-AI's Confidential Information. Notwithstanding anything else in this Agreement, Mesh-AI provides a Freemium Consumption Services, Trials and Betas “AS IS” with no warranty, indemnity or support and its liability for Freemium Consumption Services, Trials and Betas will not exceed GBP£50.
Neither party may publicly announce this Agreement except with the other party's prior consent or as required by Laws. However, Mesh-AI may include Customer and its trademarks in Mesh-AI's customer lists and promotional materials but will cease this use at Customer's written request.
Mesh-AI may modify this Agreement (which may include changes to Service pricing and plans) from time to time by giving notice to Customer by email or through the Service. Unless a shorter period is specified by Mesh-AI (e.g., due to changes in the Law or exigent circumstances), modifications become effective upon renewal of Customer's current Subscription Term or entry into a new Order. If Mesh-AI specifies that the modifications to the Agreement will take effect prior to Customer's next renewal or Order and Customer notifies Mesh-AI of its objection to the modifications within 30 days after the date of such notice, Mesh-AI (at its option and as Customer's exclusive remedy) will either: (a) permit Customer to continue under the existing version of this Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will go into effect) or (b) allow Customer to terminate this Agreement and receive a refund of any pre-paid Service fees allocable to the terminated portion of the applicable Subscription Term. Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Service, and, in any event, continued use of the Service after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version.
Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns.
This Agreement is governed by the laws of the United Kingdom without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the courts located in the United Kingdom, and both parties submit to the personal jurisdiction of those courts.
The prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys' fees and costs in connection with such action.
Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and will be deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered U.K. mail (return receipt requested) or (c) one day after dispatch if by a commercial overnight delivery service. If to Mesh-AI, notice must be provided to Mesh-AI, 37 Commercial Road, Poole, England, United Kingdom, BH14 0HU Attention: Legal Department. All notices to Mesh-AI must include a copy emailed to HQ@mesh-ai.com. If to Customer, Mesh-AI may provide notice to the address Customer provided at registration. Either party may update its address with notice to the other party. Mesh-AI may also send operational notices to Customer by email or through the Service.
This Agreement (which includes all Orders and the Policies) is the parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
Except as otherwise provided herein, any amendments, modifications or supplements to this Agreement must be in writing and signed by each party's authorised representatives or, as appropriate, agreed through electronic means provided by Mesh-AI. Nonetheless, with notice to Customer, Mesh-AI may modify the Policies to reflect new features or changing practices, but the modifications will not materially decrease Mesh-AI's overall obligations during a Subscription Term. The terms in any past, contemporaneous or future Customer purchase order, business form or vendor management portal will not amend or modify this Agreement and are expressly rejected by Mesh-AI; any of these documents are for administrative purposes only and have no legal effect.
Waivers must be signed by the waiving party's authorised representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government licence or natural disaster.
Mesh-AI may use subcontractors and permit them to exercise Mesh-AI's rights, but Mesh-AI remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
The parties are independent contractors, not agents, partners or joint venturers.
Customer agrees to comply with all relevant U.K. and foreign export and import Laws in using the Service. Customer (a) represents and warrants that it is not listed on any U.K.. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.K. government embargo or that has been designated by the U.K. government as a “terrorist supporting” country, (b) agrees not to access or use the Service in violation of any U.K. export embargo, prohibition or restriction and (c) will not submit to the Service any information controlled under the U.K. International Traffic in Arms Regulations.
The Software may incorporate third-party open source software (“OSS”). To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis instead of this Agreement.
“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity's voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
“Customer Content” means any data, content or materials that Customer (including its Users) creates within or submits to the Service, including from Third-Party Platforms.
“Customer Materials” means materials, systems and other resources that Customer provides to Mesh-AI in connection with Technical Services.
“High Risk Activities” means activities where use or failure of the Service could lead to death, personal injury or environmental damage, including life support systems, emergency services, financial systems, nuclear facilities, autonomous vehicles or air traffic control.
“Laws” means all relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data.
“Order” means any Mesh-AI-provided ordering document, online registration, order description or order confirmation referencing this Agreement.
“Prohibited Data” means any (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation, (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”), (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), (d) other information subject to regulation or protection under specific Laws such as the Children's Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations), (e) social security numbers, driver's license numbers or other government ID numbers or (f) any data similar to the above protected under foreign or domestic Laws.
“Security Policy” means the Mesh-AI Security Policy.
“Service” means Mesh-AI's proprietary cloud service, as identified in the relevant Order and as modified from time to time. The Service includes the Software and Documentation but does not include Technical Services deliverables or Third-Party Platforms.
“Software” means any Mesh-AI client software, scripts, apps or other code provided to Customer by Mesh-AI for use with the Service.
“Subscription Term” means the term for Customer's use of the Service as identified in an Order.
“Support” means best endeavours support for the Service as part of the Freemium consumption model.
“Technical Services” means any training, enablement or other technical services provided by Mesh-AI related to the Service, as identified in an Order.
“Third-Party Platform” means any platform, add-on, service, product, app or integration not provided by Mesh-AI that Customer elects to integrate or enable for use with the Service.
“Usage Data” means Mesh-AI's technical logs, data and learnings about Customer's use of the Service, but excluding Customer Content.
“User” means any individual that Customer or its Affiliate permits or invites to use the Service.