THESE TERMS AND CONDITIONS (T&Cs) APPLY TO YOU IF YOU ARE A BUSINESS OR AN INDIVIDUAL WHO USES OR PURCHASES ANY OF AMINI’S SOFTWARE PRODUCTS.
1. DEFINITIONS
“Account” means User’s account in the applicable Service in which Customer stores and processes Customer Data.
"Access Credentials" means the usernames, passwords and other credentials enabling access to the Amini Services, including both access credentials for the User Interface and access credentials for the API
“Add-Ons” means additional product enhancements (including Limit increases and other add-ons) that are made available for purchase and are listed as additional services on the Amini Platform.
“Amini Platform” means the platform managed by Amini and made accessible to you used to provide the Amini Services, including the application and database software for the Amini Services, and the system and server software used to provide the Services.
“API" means the application programming interface for the Amini Services defined by Amini and made available by the Amini to the you, the Customer;
"Authorized Payment Method" means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account on the Amini Platform with a third party.
“Confidential Information” means all information (however recorded or preserved) disclosed by a party or its employees, consultants, officers, representatives, advisers, agents or sub-contractors involved in the provision or receipt of the Services (together, its Representatives) to the other party or that party’s Representatives in connection with these Terms which information is either labelled as such or should reasonably be considered as confidential because of its nature and the manner of its disclosure.
“Customer Contact” means the individual (s) appointed by you and whose information is stored on the Amini Platform, serving as Amini’s primary contact for your activities on the Amini Platform.
"Customer Data" means all information, of any type, that you submit or that is submitted on your behalf, whilst signing up, logging onto or processing on the Amini Platform.
“Data Catalog” means an organized and detailed inventory of data assets intended for analytical or business purposes as updated by us from time-to-time.
“DPA” means the Amini Data Processing Agreement available at https://www.amini.ai/data-privacy-policy
“Hardware” means all physical telecommunications, networking and computer equipment (including switches, routers, cables, servers, racks, cabinets and peripheral accessories) provided and used by Amini to deliver any of the DaaS Services.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all existing and future rights capable of present assignment, applications for and renewals or extensions of and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Personal Data” means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data and (ii) is protected as personal data, personal information, or personally identifiable information under applicable Data Protection Laws (as defined in the DPA).
"Privacy Policy" means the Amini Privacy Policy available at https://www.amini.ai/amini-lite-terms-of-service
“Services” means all services available on the Amini Platform, including but not limited to: Amini API's , Amin Data catalog, Amini Compute Engine, Amini Geopackage, Amini Analytics, Amini Models and any other Amini services
“Service Credit” means the unit of value pre-paid by users and required to perform tasks of any kind on the Amini Platform or any Amini Services made available to users.
“Software” means any software used by Amini i.e. the Amini Platform to provide the DaaS Services whether owned by a third party (being Third Party Software), by you (being your Software) or by Amini (being Amini Software).
“Subscription” means the process you follow to sign-up and log-in to the Amini Platform to gain access to the Services.
“Subscription Term” means the period within which you are eligible to access the Services.
“Users” mean a representative authorized by you to access the Amini Platform and Services.
"User Interface" means the interface for the Hosted Services designed to allow individual human users to access and use the Amini Services.
"You," "your," or “Customer” means the person or entity using the Amini Platform and identified in the applicable account record, billing statement, online sign-up or log in process, as the customer and your Affiliates included in the scope of your purchase.
2. USE OF SERVICES
2.1 Access
To use the Amini Platform, you must create an account, register as a User and agree to these Terms. You are responsible for ensuring that the information you provide during registration is accurate and up-to-date.
During the Subscription Term, Amini will provide your Users access to use the Service as described in this Agreement. We might provide some or all elements of the Service through third party service providers.
You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You may not provide access and use of the Service to any unauthorised User or Affiliate's Users.
You will notify us promptly of any unauthorized use of your Users’ identifications and passwords or your account.
2.2 Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your Amini account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Amini account.
2.3 Modifications. We may modify your Subscription from time to time, including by adding or deleting features and functions, in an effort to improve your experience.
2.4 Customer Support. For information on the customer support terms that apply to your subscription, please contact us on (include contact link here).
2.5 Acceptable Use. You will comply with our Acceptable Use Policy ("AUP") available at (include a link here).
2.6 Prohibited and Unauthorized Use
You will not use the Services in any way that violates the terms of our AUP or for any purpose or in any manner that is unlawful or prohibited by this Agreement. You will not (i) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (ii) modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by us); (iii) or remove any proprietary notices or labels.
You may not use the Services if you are legally prohibited from receiving or using the Services under the laws of the country in which you are resident or from which you access or use the Services.
You may not use the Services in a way that would violate local or industry-specific regulations.
2.7 Free Credits. If you receivepurchase Free Credits, we will make the applicable Service available to you on a trial basis as per the terms on the Amini Platform. Unless you purchase additional credits to support the applicable Service before the end of the Free Credits, all of your data gathered or developed using Free Credit Service may be permanently deleted, and we will not recover it. If we include additional terms and conditions on the Free Credit registration web page, those will apply as well.
3. DATA USE AND LICENSES
3.1 License to Use Datasets: Amini grants you a non-exclusive, non-transferable license to access and use the Services and the Amini Platform solely for the purpose of conducting analyses and generating insights for your internal business use. by means of the User Interface and the API in accordance with the Documentation during the Term. This license does not grant you ownership of the Services or the Amini Platform.
3.2 API and Data Integration: You may access the datasets via Amini’s REST APIs and integrate them into your internal systems. Amini reserves the right to limit or restrict access to certain datasets at its discretion. a) the API may only be used by an application or applications controlled by the Customer.
4. PAYMENT TERMS
4.1 Subscription Fees. The Subscription Fee will remain fixed during the term of your subscription unless (i) you exceed your Maximum use or other applicable limits, (ii) you upgrade your Services, (iii) you Add-ons. Subscription Fee maybe subject to change at any time at Amini’s sole discretion.
3.3 Payment of Fees. If you are paying by credit card, you authorize us to charge your Authorized Payment Method for all fees payable during the Subscription. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
In the event of a failed attempt to charge your Authorized Payment Method (for example, if your Authorized Payment Method has expired or is no longer valid), we reserve the right, and you authorize us, to retry billing your Authorized Payment Method. If you update your Authorized Payment Method to remedy a change in validity or expiration date, we will automatically resume billing; we may also receive updates on your Authorized Payment Method through our payment service providers and automatically resume billing. We may suspend your access in accordance with the 'Suspension' section or terminate your account in accordance with the 'Termination for Cause' section if we remain unable to successfully charge a valid Authorized Payment Method.
3.5 Payment Information. You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your Authorized Payment Method and billing information up to date for the payment of incurred and recurring fees, including your tax information.
3.6 Changes may be made on your Billing Page within your Amini account. You authorize Amini to continue to charge your Authorized Payment Method for applicable fees during your Subscription and until any and all outstanding Fees have been paid in full. All fees are due and payable in advance throughout the Subscription.
3.6 Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services. You will have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are located in Canada, all fees are exclusive of GST, PST and HST.
4. TERM AND TERMINATION
4.1 Term: Your Initial Term will be valid for the duration of your use of Services purchased on the Amini Platform and shall expire once Services Purchased are delivered to you via the Amini Platform. You may choose to renew your Subscription by purchasing additional Services.
4.2 Cancellation: You may choose to cancel your Subscription or delete your account at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of your Subscription.
4.3 Termination for Cause: Either party may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
4.4 Suspension
4.4.1 Suspension for Prohibited Acts: We may suspend any User’s access to any or all Services without notice for:
(1) use of the Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,
(2) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity,
(3) we may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Materials.
4.4.2 Suspension for Non-Payment: We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services ten (10) days after such notice. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Service.
4.4.3 Suspension for Present Harm: If your website, or use of, the Service:
(1) is being subjected to denial of service attacks or other disruptive activity,
(2) is being used to engage in denial of service attacks or other disruptive activity,
(3) is creating a security vulnerability for the Service or others,
(4) is consuming excessive bandwidth or storage, or
(5) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Service.
We will make commercially reasonable efforts to limit the suspension to the affected portion of the Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
4.4.4 Suspension and Termination of Free Trial: We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.
5. CUSTOMER DATA
5.1 You own and retain all rights to the Customer Data. This Agreement does not grant us any ownership rights to Customer Data. You grant permission to us and our licensors to use the Customer Data only as necessary to provide the Services to you and as otherwise permitted by this Agreement. If you are using the Service on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
5.2 We will not use Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Services to you and only as permitted by applicable law and this Agreement.
5.3 We may collect information about you and your Users when you interact with the Services as permitted by the Agreement.
5.4 The terms of the DPA are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA, including our Security Measures as defined in our DPA.
6. INTELLECTUAL PROPERTY
6.1 This is an agreement for access to and use of the Services made accessible on the Amini Platform, and you are not granted a license to any software by this Agreement. We retain all intellectual property rights to the Services, the Amini Platform and any other products or services provided under this Agreement. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Services in whole or in part, by any means, except as expressly authorized in writing by us.
7. CONFIDENTIALITY
7.1 Each of the parties recognizes that in the course of performing these Terms it may receive Confidential Information belonging or relating to the other party.
7.2 It is agreed that the provisions of this clause shall not apply to any Confidential Information that:
(1) is or becomes generally freely available to the public;
(2) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(3) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
(4) was known to the receiving party before the information was disclosed to it by the disclosing party;
(5) the parties agree in writing is not confidential or may be disclosed; or
(6) the receiving party proves to the reasonable satisfaction of the disclosing party was developed by or for the receiving party independently of the information disclosed by the disclosing party.
7.3 Each party shall keep the other party’s Confidential Information confidential and shall not:
(1) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under these Terms (Permitted Purpose); or
(2) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 12.
7.4 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its Representatives in violation of these Terms.
7.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including any relevant securities exchange) or by a court, arbitral or administrative tribunal or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
7.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
7.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in these Terms are granted to the other party or to be implied from these Terms.
8. PUBLICITY
8.1 You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this use by emailing us at info@amini.ai.
9. INDEMNIFICATION
9.1 You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises
out of:
(1) unauthorized or illegal use of the Subscription Service by you or your Affiliates,
(2) you or your Affiliates' noncompliance with or breach of this Agreement,
(3) you or your Affiliates' use of Third-Party Products, or
(4) the unauthorized use of the Service by any other person using your User information.
9.2 We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
10. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY
10.1 Performance Warranty. We warrant that:
(i) the Subscription Service will be provided in a manner consistent with generally accepted industry standards, and
(ii) we will not knowingly introduce any viruses or other forms of malicious code into the Service; provided however, this warranty will not apply to you if you only use the Free Services.
10.2 THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
10.3 EXCEPT AS SET FORTH IN THE ‘PERFORMANCE WARRANTY’ SECTION AND WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICE, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SERVICE FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
10.4 TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.
10.5 EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.
10.6 WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
11. WAIVER
11.1 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
12. SEVERANCE
12.1 If any provision or part-provision of these Terms is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
12.2 If any provision or part-provision of these Terms is deemed deleted then parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13. ENTIRE AGREEMENT AND VARIATION
13.1 These Terms constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.
13.2 Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
14. ASSIGNMENT
14.1 Amini may at any time assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under these Terms without your consent.
14.2 You shall not, without the prior written consent of Amini, assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under these Terms.
15. FORCE MAJEURE
15.1 Except for payment obligations of amounts due under this Agreement, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.