Welcome to MadBot.ai (our “Platform”). These Terms and Conditions (the “Terms”) constitute a legal agreement between you and ParticleByte BV trading as MadBot.ai of Lange Voort 213, 2343CD Oegstgeest, The Netherlands (“MadBot”, “we”, “us” or “our”) governing the use of our Platform and our Services. We license use of our Platform to you on the basis of these Terms. We do not sell our Platform to you, and we remain the owner of our Platform at all times.
- The provisions set out in these Terms govern your access to and your use of our Platform and shall constitute a legally binding agreement between you and us. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our Platform.
- Subject to you agreeing to abide by these Terms, we hereby grant to you a revocable, non-exclusive, and non-transferable license to use our Platform on these Terms.
- By registering for an Account, which involves providing us with certain mandatory and voluntary information as required for a successful registration and using our Platform, you agree and acknowledge that:
a) you have read the terms set out in these Terms and agree to be bound by and comply with them; and
b) you shall ensure that all Users of your Account abide by these Terms.
- You are responsible for maintaining the confidentiality of your Account and you are responsible for all activities that occur under your Account. You agree that all actions carried out by any person through your Account shall be deemed to be an act carried out by you, and you shall ensure that all persons who have access to and use your Account are authorized to do so. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of your Account.
- We reserve the right to, without any notice, explanation, or liability and in our sole discretion, refuse to allow you or suspend your access to our Platform or your Account at any time, or remove or edit content (including content submitted by you) on our Platform or on any of our affiliated websites (including social media pages).
- We reserve the right to change, modify, suspend, or discontinue any portion of the Services, our Platform or any other products, services, affiliated websites (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.
- Save to the extent permitted by us in writing, you are not permitted to use, or submit any content to, our Platform or any of our affiliated websites to advertise, promote or market any products or services of any third party or yourself.
- The following additional terms also apply to your use of our Platform and form part of these Terms:
c)Our Data Processing Agreement.
- Some Services may require payment of subscription fees and/or other ad-hoc or ancillary fees before you can access or use them (“Fees”). These Fees will be notified to you through our Platform.
- If you purchase a recurring subscription from us, the subscription period for your Account shall be renewed automatically at the expiry of each subscription period, until terminated successfully through our Platform. By purchasing the recurring subscription, you authorise us or our related corporations to automatically charge the Fees:
a) upon the commencement of your first subscription period, upon expiration of any applicable trial period or at a date otherwise indicated by us; and
b) on the renewal date of the subscription period thereafter, without any further action by you.
- Any Fees due in relation to your Account must be paid by their due date for payment, as notified to you through our Platform or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to your Account and/or our Platform or any of the Services.
- Our Fees may be amended from time to time at our discretion. We will provide you reasonably advanced written notice of any amendment of recurring Fees. Your continued use of a recurring subscription will constitute acceptance of the amended Fees.
- You shall be responsible for any applicable taxes (including any goods and services tax) under these Terms.
- All payments shall be made by using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third-party payment methods. We shall not be liable for any failure, disruption, or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
- We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever.
- Unless otherwise notified in writing by us, termination of your Account for any reason whatsoever shall not entitle you to any refund of the Fees. If you cancel your subscription to our Platform, you may continue to access your Account until the expiry of the subscription period in which the cancellation occurred.
- To the extent permitted by applicable law, payments are non-refundable. If you wish to cancel the Services, please contact us. We may at our sole and absolute discretion, offer a refund of Fees for a particular subscription period where no actions have been taken in respect of your Account and you have notified us in writing of your intention to terminate your subscription within 72 hours of you taking out your subscription.
UPLOADING CONTENT TO OUR PLATFORM
- You irrevocably and unconditionally represent and warrant that any of your content uploaded to our Platform complies with our Privacy Policies, Data Processing Agreement, the Dutch GDPR Implementation Act (“UAVG”), the General Data Protection Regulation (“GDPR”) and any other applicable laws.
- You are fully responsible for your content uploaded to our Platform. We will not be responsible, or liable to any third party, for:
a) the content or accuracy of any content or data uploaded by you, by us on your behalf, or any other user of our Platform; or
b) the loss of any content or data provided to us by you. You should keep a record of all such content and data (including for the avoidance of doubt any insurance policies).
- We will only use the content uploaded by you for the purposes of carrying out the Services, carrying out our obligations in this Agreement and any other purpose expressly set out in this Agreement or otherwise agreed between us. We will not otherwise disclose or distribute the content uploaded by you, save for when required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- We may use the content uploaded by you for the purpose of data analytics or to implement artificial intelligence or machine learning. Any such content shall be anonymized and used only for the purposes of improving the Services and our response to users of the Platform.
- We have the right to disclose your identity to any third party claiming that any content posted or uploaded by you to our Platform constitutes a violation of their rights under applicable law.
INTELLECTUAL PROPERTY RIGHTS
- You acknowledge that all intellectual property rights in our Platform anywhere in the world belong to us, that rights in our Platform are licensed (not sold) to you, and that you have no rights in, or to, our Platform other than the right to use them in accordance with these Terms.
- Any intellectual property rights in content uploaded by you to our Platform shall continue to belong to you or their respective owners. You agree that you grant us a royalty-free and non-exclusive license to use, reproduce, publish, and display such intellectual property rights for the purposes of performing the Services, promotional purposes, internal administrative purposes and any other purposes set out in these Terms, including for the purpose of improving the Services and our responses to users of the Platform.
- You acknowledge that you have no right to have access to our Platform in source code form.
- Our status (and that of any identified contributors) as the authors of content on our Platform must always be acknowledged.
- While we make all efforts to maintain the accuracy of the information on our Platform, we provide the Services, Platform and all Related Content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.
- To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our Platform or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, our Platform, the Related Content, or electronic communications sent by us are free of viruses or other harmful components.
SERVICE LEVEL AGREEMENT
- We shall make the functionality of MadBot available to you pursuant to this Agreement and shall use commercially reasonable efforts to make the Services available at the gateway between the public internet and the network of the Cloud Services Provider, except for:
a) scheduled Downtime (of which we will, to the extent practicable, schedule so as not to adversely affect your business); and
b) as set forth in these Terms.
- We warrant that the Services shall have an uptime of not less than 99.5% per month (resulting in a Downtime of not more than 3 hours and 39 minutes per month) (the "SLA").
- You may bring forth any claim of excessive Downtime by submitting the details of such Downtime for our reference. We must receive such claims latest by the end of the calendar month following the month in which the alleged Downtime occurred. After our investigation of such claims, should we determine that we have not met the uptime requirement set forth herein, you may, as an exclusive remedy, be entitled to a Service Credit not to exceed in any particular month, fifteen percent (15%) of the monthly fees.
- Notwithstanding the foregoing, if we determine that the Services had an uptime of less than ninety-nine percent (99.0%) (resulting in a Downtime of more than 7 hours and 18 minutes) in a specific month, you may, as an exclusive remedy, be entitled to a Service Credit of twenty percent (20%) of the fees applicable for that specific month.
- Any Service Credits shall be credited to you within thirty (30) days of the determination of excessive Downtime by us as set out above.
- We may, at our sole discretion, announce additional performance targets for the Services and shall use commercially reasonable efforts to meet those targets.
- Additional performance targets may be amended by us at any time and at our sole discretion and that our failure to meet those targets shall not entitle you to a refund of any fees paid under these Terms.
LIMITATION OF LIABILITY
- We are not liable for the completeness, accuracy or correctness of any information uploaded on our Platform and any Related Content. You expressly agree that your use of the Services and our Platform, is at your sole risk.
- You agree not to use the Services, our Platform and the Related Content for any re-sale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our Platform or any other website or software) for:
a) loss of profits, sales, business, or revenue;
b) business interruption;
c) loss of anticipated savings;
d) loss or corruption of data or information;
e) loss of business opportunity, goodwill or reputation; or
f) any other indirect or consequential loss or damage.
- Nothing in these Terms shall limit or exclude our liability for:
a) death or personal injury resulting from our negligence;
b) fraud; and/or
c) any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.
- Our Platform is not intended to serve a record-keeping function and we shall not be liable for any loss of data or content.
- These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services and our Platform. Except as expressly stated in these Terms, there are no conditions, warranties, representations, or other terms, express or implied, that are binding on us. Any condition, warranty, representation, or other term concerning the supply of the Services and our Platform which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
OTHER IMPORTANT TERMS
- We may transfer our rights and obligations under these Terms to another organization, but this will not affect your rights or obligations under these Terms.
- You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
- No joint venture, partnership or agency or employment relationship has arisen by reason of these Terms.
- These Terms and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between us, whether written or oral, relating to that subject matter. You agree that you 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, or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.
- If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.