AIchor Terms of Service

These Terms, together with the Order Form, constitutes the entire agreement between us and supersedes any other discussion or agreement between us (“Agreement”). We have written these Terms in plain English so it is clear what is required from both Parties. Please pay particular notice to clauses 12 and 13 as these are really important provisions. This is where We set out the indemnities and liabilities that apply to both Parties. We have put the Definitions at the end of this Agreement.

We, Instadeep Ltd, are a limited company registered in England and Wales under company number 09816291 with Our registered office at 5 Merchant Square, London W2 1AY (“We”, “Us”, “Our”); and You are the Customer as detailed on the Order Form (the words “You”, “Customer” and “Your” will be construed accordingly). Any reference to one of us could refer to a ‘Party’ and to both of us will refer to ‘the Parties’.

By accessing or using AIchor you are agreeing to contract with Us on the basis of the terms set out below. If you are entering into this Agreement on behalf of an entity then You represent and agree that you have the legal authority to bind that entity to this Agreement. If you do not agree to this Agreement then do not use or access AIchor.

You are entering into this Agreement with us to access the AIchor platform via the website https://aichor.ai/ (“Website”) to enable You to manage Your machine learning and reinforced learning experiments at scale either on premise or on cloud. Whenever We refer to ‘AIchor’, We also mean the AIchor Dashboard and Our AI proprietary technology and modelling services that We will provide to You (“AIchor”).

Both parties to this Agreement acknowledge that (1) Google is not a party to this Agreement and (2) Google is not responsible for any of the parties’ actions, obligations, or liability under this Agreement.

AIchor
1. The Parties agree that:
  1. Your use of AIchor will be via the Infrastructure that is detailed on the Order Form as agreed between the Parties;
  2. You decide the Workloads, resources, which Material to upload and pull into AIchor and delegate Workloads to Authorised Users;
  3. You can cancel a Workload at any time and only incur Fees up to and including cancellation, otherwise Fees will be calculated according to a successful or failed finish to a Workloads;
  4. You have all autonomy over Your Material at all times on AIchor, We will not access the Material unless instructed to do so by You;
  5. You are solely responsible for saving down any outputs, analytics, metrics, code, Data Sets, Material or any thing else of use from AIchor;
  6. We will not be responsible for saving down or making backup copies of any Workload, Materials or content on AIchor;
  7. where You use Your own infrastructure for AIchor that You are solely responsible for connectivity, accessibility, maintenance and suitability with AIchor;
  8. You will only pull from Our supported VCS repositories as set out on our Website from time to time;
  9. We are only providing a one to many platform service to allow You to access, model, experiment and manage all of Your Workloads and so any breaches or liabilities during the Term shall be construed accordingly.
2. In consideration for You paying the Subscription Fees, for the duration of the Subscription Term, We shall:
  1. grant to You a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use (and to permit Authorised Users to access and use) AIchor for Your internal business purposes in accordance with the Documentation and the terms of this Agreement; and
  2. Subject to 1.1.7 above, use commercially reasonable efforts to maintain the availability of AIchor:
    1. 24 hours a day, seven days a week where You are using our GCP infrastructure; or
    2. as best we can where you are using your own infrastructure; but at all times We do not guarantee the availability of AIchor; and
  3. not be responsible for any downtime or Your inability to access the AIchor platform caused by anything outside of Our control including but not limited to Force Majeure Events, any impact caused by a third party provider (including but not limited to any Google Cloud services and/or approved VCS repository providers) or breach by You of this Agreement.
3. We will not access or use any of your Material that you pull or upload into AIchor but when using the AIchor platform You confirm that you are happy for Your Workloads and Data Sets to be saved on the AIchor platform. The AIchor platform will therefore have full access to your Material. Other than as necessary to provide AIchor to you, We promise:
  1. not to use your Material other than as provided for in this Agreement;
  2. only for the purposes of AIchor;
  3. to allow you to extract and delete your Material from the AIchor platform at any point and on termination of this Agreement;
  4. never to save any of Your Material.
Your obligations
1. You will:
  1. create an account on AIchor and must provide complete and accurate information when creating the account and keep information complete and accurate at all times;
  2. access and use AIchor for the purpose of conducting and/or overseeing the Workloads for internal business purposes only;
  3. provide Us with all necessary cooperation and access to any information and Material as We may need only to be able to provide You with the AIchor platform;
  4. comply with all applicable laws, guidance and regulations with respect to Your activities under this Agreement;
  5. ensure that Your Authorised Users use AIchor in accordance with this Agreement and User Terms and access AIchor only through a Supported Web Browser;
  6. ensure that You have all consents and approvals for any of Your Personal Data that You might upload into AIchor;
  7. where applicable, only use APIs provided to You by Us or in relation to an application or applications approved by Us in writing and controlled directly by You;
  8. implement and maintain reasonable security measures relating to Access Credentials and ensure that Your Authorised Users keep Access Credentials secure and confidential preventing any third party access;
  9. maintain a written record of current Authorised Users and provide Us with that list on request; and
  10. permit and assist Us with any audit of AIchor We may carry out including but not limited to audits of Your Authorised Users log in credentials and Your data processing facilities.
2. You will not:
  1. unless agreed with Us in writing, use AIchor to provide any services to third parties;
  2. access any AIchor software code (including but not limited to object code, intermediate code and source code) and You will not attempt to:
    1. copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of AIchor in any form or media or by any means;
    2. de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of AIchor; and
    3. access all or any part of AIchor in order to build a product or service which competes with AIchor;
  3. do anything that will affect Our ownership of the Intellectual Property Rights;
  4. unless agreed with Us in writing, licence, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or otherwise make AIchor available to any third party except the Authorised Users;
  5. conduct, or request that any Authorised User or any third party conducts, any load testing or penetration testing on or in relation to AIchor;
  6. upload any Virus onto AIchor;
  7. use AIchor in any way that infringes the Intellectual Property Rights of any third party; or
  8. use AIchor in any way that is unlawful, illegal, fraudulent or harmful this includes but is not limited to uploading or pulling or any Material that is offensive, dangerous, illegal, harmful or otherwise would lead to bringing the AIchor or Our brands into disrepute.
  9. upload any data that could be determined or classes as ‘Special Category Data’ under any Data Protection Legislation;
3. We reserve the right at any time during the Subscription Term, without liability or prejudice to Our other rights to You, to disable Your access to AIchor should you breach the provisions of clause 2.2.
4. If We carry out an audit under 2.1.10 above and We become aware:
  1. of unauthorised access then without prejudice to Our other rights, You shall promptly disable such Access Credentials and We shall not issue any new Access Credentials to any such individual; and/or
  2. that You have underpaid Subscription Fees to Us then without prejudice to Our other rights, You shall pay to Us an amount equal to such underpayment as calculated in accordance with the prices set out in any applicable Order Form within ten (10) business days of the date of the relevant audit.
Our Obligations
1. We will use Our reasonable commercial efforts to:
  1. maintain the AIchor and Workspace platform accessibility;
  2. where You use our compute facilities, we will use all reasonable efforts to:
    1. maintain connectivity; and
    2. provide suitable infrastructure and/ or compute for You with AIchor.
2. We will implement reasonable technical and organisational safeguards designed to protect Data Sets against unauthorised loss, destruction, alteration, access or disclosure
3. We will not use Your Data Sets other than as necessary to provide the Service.
4. We will act reasonably should you request an API under clause 2.1.7 above.
5. We warrant that the Service will perform substantially in accordance with the Documentation. If We are providing Support Services, We warrant that We will perform the Support Services in a diligent and workmanlike manner consistent with industry standards.
6. Disclaimer. Except as stated in this clause 3, the Service and, if applicable, Support are provided on an “AS-IS” basis. To the fullest extent permitted by law, We disclaim and this Agreement excludes any implied or statutory warranty, including any warranty of title, non-infringement, merchantability or fitness for a particular purpose. We do not warrant that the Service will operate uninterrupted or error free, or that all errors will be corrected.
Maintenance and Suspension
1. From time to time We may need to suspend AIchor in order to carry out maintenance. For non-urgent maintenance, We will try to give You as much notice in advance that this will happen and will try to carry out Our maintenance outside of usual business hours.
2. Where notice is given of any planned maintenance, You will cancel the running of any Workloads during the maintenance period.
3. Where We reasonably believe that the Workloads you are running through AIchor are excessive and might adversely impact the platform, We will notify You that the Workloads are excessive and if You do not terminate those Workloads and delete them from Your Workspace We will be permitted to:
  1. purge the Workload without any liability for loss; and/or
  2. suspend access for any authorised user.
Support Services
1. We will provide You with Support Services during business hours. However, We may suspend these Support Services if any of the Fees are outstanding or we reasonably believe You to have breached or to be in breach of clause 2.2 above.
2. If the Service or Support Services fails to conform to the warranties in clause 3 above, We will promptly, at our option and expense, correct the Service and re-perform the Support Services as necessary to conform to the warranties. If We do not correct the Service or re-perform the Support Services to conform to the warranties within a reasonable time, not to exceed 30 days, as Your sole remedy and Our exclusive liability (except as provided in Clause 13), You may terminate this Agreement without further liability and, if the Service was purchased on a subscription basis, We will issue a refund to You of any Fees prepaid by You, prorated for the unused portion of the Term.
Your Material
You warrant to Us that Your Data Sets will not infringe the Intellectual Property Rights or privacy rights of any third party and that any of Your Personal Data that is used and/or uploaded to AIchor will not infringe the Data Protection Legislation.
Intellectual Property Rights
1. Nothing in this Agreement will assign or transfer any Intellectual Property Rights from Us to You nor from You to Us.
2. You acknowledge and agree that We and/or Our licensors own all Intellectual Property Rights including but not limited to any algorithms, AI and machine learning,that constitute AIchor and the Documentation and unless We say otherwise in this Agreement You are not granted any rights to, under, or in any Intellectual Property Rights in respect of AIchor or the Documentation.
3. We acknowledge and agree that any Intellectual Property Rights in your Material are and at all times remain your property.
4. You grant to Us a worldwide, non-exclusive, royalty-free, transferable licence to use Your name, logo, trademark and other related get-up (“Get Up”) so as to promote AIchor. If You do not wish for Us to use Your Get Up then please give notice to Us in writing to the email address set out in 16.1.1.
5. We provide information to help copyright holders manage their intellectual property online, but We cannot determine whether something is being used legally without input from the copyright holders. We will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain safe harbour for online service providers under the U.S. Digital Millennium Copyright Act. If You believe a person or entity is violating Your copyrights, You can notify Us at Our email address set out in clause 16.1.1 (Notices).
Fees
1. Fees are stated exclusive of any applicable value added taxes or similar taxes and unless otherwise stated on the Order Form all Fees are shown in GBP.
2. Fees are calculated in two different ways and both are payable by You when invoiced as follows:
  1. Subscription Fees (defined below) which sets out the included number of fees per project per month. These projects will allow 5 users/ seats per project; and
  2. Compute Fees (defined below) where We and/or AIChor provide the compute facilities.
3. Fees are calculated on a Workload by Workload basis and will be invoiced on a monthly basis in arrears.
4. You will pay the Fees in accordance with your GCP payment set up.
Confidentiality
1. We both promise to keep each other’s Confidential Information confidential for the Subscription Term except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights, improve the AIchor Service and fulfil obligations under this Agreement, while using reasonable care to keep it confidential.
2. Information that is already known by either of Us; is lawfully told to either of Us by anyone else without restriction; is independently developed by either of Us (with evidence to show its independence); or is agreed by both of Us in writing to not be confidential will not be classed as ‘Confidential Information’ and therefore covered by this clause.
3. Notwithstanding any provision to the contrary in this Agreement, We may also disclose Confidential Information to the extent required by applicable legal, regulatory or other authority process; provided that to the extent legally permissible, the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure.
Data Protection
1. You acknowledge that We will process any of Your Personal Data in accordance with Our AIchor Privacy Policy
2. Unless a separate agreement covering the subject matter of this Agreement is entered into by the parties that specifically references the Data Processing Addendum, each party will comply with the Data Processing Addendum attached to this Agreement as Attachment 1. The Data Processing Addendum is incorporated into this Agreement by reference.
3. You will notify Us immediately of any request from a data subject so that We can comply with our requirements under data protection law.
Warranties
1. You warrant that:
  1. You have the legal right and authority to enter into this Agreement;
  2. You will comply with all applicable legal and regulatory requirements applicable to Your use of AIchor and complying with this Agreement; and
  3. You will obtain and maintain any licences, consents, permits, and regulatory approvals applicable to Your Material and to Your use of AIchor.
2. We do not warrant that:
  1. Your use of AIchor will always be uninterrupted or error free;
  2. Your use of AIchor will meet Your desired results; or
  3. AIchor will be compatible with any other software or systems other than that software and those systems specified as compatible in the Specification as may be updated from time to time by Us.
3. As You will be inputting Your data to AIchor, You therefore accept that We have no liability whatsoever to You for any results obtained when You use AIchor.
Indemnity
1. By You. You shall indemnify Us and hold Us harmless against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs, reasonable legal fees and any defence costs and expenses) arising out of or in connection with : (a) the Data Sets; (b) the combination of the Data Sets with other applications, content or processes; or (c) Your use of the Service in violation of clause 2.2.
2. By Us. Subject to clause 13.3.2, We will defend and indemnify You against any third-party legal proceedings to the extent arising solely from an unaffiliated third-party allegation that use of Our technology used to provide the Service infringes or misappropriates the third party’s Intellectual Property Rights.
3. Exclusions. This clause 12 will not apply to the extent the underlying allegation arises from: (a) the indemnified party’s breach of this Agreement; (b) modifications to the indemnifying party’s technology or brand features by anyone other than the indemnifying party; (c) combination of the indemnifying party’s technology with materials not provided by the indemnifying party; or (d) use of non-current or unsupported versions of the Service or brand features.
4. Infringement Remedies. In addition to Our indemnity obligations, if the Service becomes, or in Our opinion is likely to become, the subject of an infringement claim, We may at our sole option and expense: (i) procure for You the right to make continued use of the Service; (ii) replace or modify the Service so that they become non-infringing; or (iii) terminate the Service.
5. Conditions. Clauses 12.1 and 12.2 above are conditional on the following:
  1. the indemnified party must promptly notify the indemnifying party in writing of any allegation that preceded the third-party legal proceeding and cooperate reasonably with the indemnifying party to resolve the allegation and third-party legal proceeding. If breach of this clause 12.5.1 prejudices the defence of the third-party legal proceeding, the indemnifying party’s obligations under clause 12.1 or 12.2 (as applicable) will be reduced in proportion to the prejudice; and
  2. the indemnified party must tender sole control of the indemnified portion of the third-party legal proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
6. Sole Rights and Obligations. This clause 12 sets forth each party’s only rights and obligations under this Agreement for any third party’s Intellectual Property Rights
Liability
1. Except as expressly and specifically provided in this Agreement:
  1. You will assume sole responsibility for any results obtained from Your use of AIchor and for any conclusions drawn from such use. Therefore We shall have no liability for any damage, loss or impact caused by Your use of AIchor or caused by any errors or omissions in any information, instructions or Your Material uploaded to AIchor;
  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
  3. You will be solely responsible for saving any Material or Workloads that are stored in AIchor. We will not run any back ups or copies of your Material.
2. Nothing in this Agreement will limit or exclude any liability:
  1. of either Party for death or personal injury resulting from a Party’s negligence;
  2. of either Party for fraud or fraudulent misrepresentation; or
  3. that cannot be lawfully limited or excluded under applicable law.
3. Subject to clauses 13.1 and 13.2:
  1. neither party shall be liable whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, including Your Data Sets, or pure economic loss, or for any special, incidental, punitive, indirect or consequential loss, penalties, costs, damages, charges or expenses, as well as any lost revenues, profits, savings, or goodwill, however arising under this Agreement; and
  2. each party’s total aggregate liability arising out of or relating to this Agreement is limited to the fees Customer paid for the Service during the 12-month period before the event giving rise to liability.
Term and termination
1. Unless You terminate as per clause 14.2 below, Your renewal (“Renewal Term”) shall occur as follows:
  1. for Annual Subscriptions, the Subscription Term shall renew automatically for succeeding terms of one (1) year each; or
  2. for Monthly Subscription the Subscription Term shall renew automatically for succeeding terms of one (1) month each.
2. Either Party can terminate if they give written notice to the other at least thirty (30) days prior to the expiration of the then current Subscription Term or Renewal Term.
3. Without affecting any other right or remedy available to Us or You, either Party may terminate this agreement immediately by giving written notice to the other Party if:
  1. the other Party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy the breach within five (5) business days of being notified in writing to do so; or
  2. the other Party goes into liquidation (whether compulsory or voluntary) otherwise than for the purposes of a bona fide amalgamation or reconstruction, or an administrator or receiver or similar officer is appointed over the whole or any part of the other’s assets, or the other Party enters into any arrangement for the benefit of or compounds with its creditors generally, or threatens to do any of these things, or any judgement is made against the other Party, or any similar occurrence under any jurisdiction affects the other Party; or the other Party ceases or threatens to cease to carry on business.
4. On Termination You will download all Your Material from AIchor, We will have no obligation to You to continue to store Your Data Setsand will delete anything that remains on AIchor following termination.
Effects of termination
On termination of these Terms for any reason clauses 19 (Definitions), 7 (Intellectual Property Rights), 9 (Confidentiality), 10 (Data Protection), 12 (Indemnity), 13 (Liability) and 18 (General) shall continue in force and effect notwithstanding the termination or expiry of this Agreement.
Notices
1. A notice given under or in connection with this Agreement shall only be valid if served as follows:
  1. Any notice from You to Us shall be made by email to legal@instadeep.com; and
  2. Any notice from Us to You shall be made either by email to any of the Authorised users or by notice on the AIchor Dashboard or Website by way of banner or alert or other notifiable method.
No partnership or agency
Nothing in this Agreement is intended to or shall operate to create a partnership, agency or authority to act between the Parties.
General
1. No full or partial failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver.
2. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
3. This Agreement does not create any agency, partnership or joint venture between the parties.
4. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
5. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
6. If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant provision will be deemed to be deleted).
7. You agree that We may assign Our rights and obligations under this Agreement to any successor to all or a substantial part of Our business from time to time. However, You must not assign, transfer or otherwise deal with any of Your contractual rights or obligations under this Agreement without Our prior written consent.
8. This Agreement does not confer any rights on any person or party (other than the Parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
9. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
10. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to adjudicate and settle any dispute or claim arising under or in connection with this Agreement.
11. Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Service, as applicable.
Definitions
In this Agreement the following terms apply:
1. “Access Credentials” means the usernames, passwords and any other credentials necessary to enable Authorised Users’ access to AIchor;
2. “Affiliates” means any corporation or business entity, which directly or indirectly (i) Controls a Party, (ii) is Controlled by a Party or (iii) is under common control with a Party. The terms “Controls” and “Controlled” shall mean (i) ownership of more than fifty percent (50%) of the voting rights and equity of such corporation or business entity and/or (ii) the power to direct the management of such corporation or business entity;
3. “Annual Subscription” means a twelve (12) month Subscription Term commencing on the Effective Date which shall automatically renew as a Renewal Term unless terminated in accordance with clause 13.2;
4. “API” means any application programming interface made available by Us from time to time in relation to Your use of AIchor;
5. “Authorised User” means an employee or consultant engaged by You who is authorised to have access to AIchor and is either an ‘administrator’ (has full oversight of Your AIchor Workloads and can delegate Workloads) or is a ‘permitted user’ (is delegated discrete Workloads and does not have full oversight of Your AIchor Workloads);
6. “Compute Fees” means the cost of compute resources used by the Workloads which shall be notified to You in arrears;
7. “Confidential Information” means information that is proprietary, confidential or a trade secret and is either identified as Confidential Information by either Party or clearly confidential or proprietary due to the nature of the information or is stated as being Confidential Information in clause 9;
8. “Data Sets” means all data inputted by You or Your Authorised Users into AIchor which may or may not contain Personal Data;
9. “Personal Data” means any Personal Data that is processed by Us on Your behalf in relation to Your use of AIchor;
10. “Data Protection Legislation” means all applicable data protection, privacy and electronic marketing legislation, including any national legislation implementing Directive 2002/58/EC (the Privacy and Electronic Communications Directive), the General Data Protection Regulation (Regulation (EU) 2016/679), the Data Protection Act 2018 (and any related national legislation) and any replacement or repealing legislation;
11. “Documentation” means the documentation made available to You by Us online via the Website or as notified to You from time to time setting out a description and instructions for use of AIchor;
12. “Effective Date” means the date on the Order Form upon which We grant You access to AIchor;
13. “Fees” any fees payable for the Services including the Subscription Fees and Compute Fees;
14. “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the Party affected (including, without limitation, failures or availability of the internet or any public telecommunications network, hacker attacks, denial of service attacks, Virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
15. “Infrastructure” means all infrastructure and compute facilities indicated on the Order Form that are required to run the AIchor service provided either by Us or you are using Your own;
16. “Intellectual Property Rights” means all patents, unpatented inventions, registered and unregistered designs and design rights, copyrights (including rights in computer software), database rights, topography rights, domain names, trade marks, rights in trade dress and get-up, rights in goodwill or to sue for passing off, service marks, trade names, logos, rights in trade secrets, know-how (including applications or the right to apply for registration of all of the foregoing) and all other intellectual property rights of any nature whatsoever and all rights of a similar nature or having similar effect throughout the world whether registered or unregistered and whether now existing or in the future created including all applications and rights to apply for, and be granted renewals or extensions of, and rights to claim priority from, such rights;
17. “Material” means Workloads and Data Sets;
18. “Monthly Subscription” means a one (1) month Subscription Term commencing on the Effective Date and which shall automatically renew as a Renewal Term unless terminated in accordance with clause 14.2;
19. “Order Form” means a digital or hard copy order form signed by You which incorporates these Terms;
20. “Personal Data” has the meaning given to it in the Data Protection Legislation;
21. “Workloads” means distinct Workloads that you enable in AIchor using your algorithms and training against Data Sets;
22. “Renewal Term” has the meaning given to it in clause 14.1;
23. “Service” means the ability to run machine learning Workloads at scale through the AIChor platform whether on Our or Customer’s compute facilities without having to manage the underlying infrastructure;
24. “Specification” means the specification for AIchor set out in the Documentation;
25. “Subscription Fee” means the fees payable by You for Your subscription to AIchor as set out on the Order Form or GCP Marketplace Agreement;
26. “Subscription Term” means the initial term specified in the Order Form commencing on the Effective Date and shall include any subsequent Renewal Term(s);
27. “Support Services” means the services offered by Us that allow You to report any issues, performance or availability of AIchor which are specified in the Order Form or GCP Marketplace Agreement;
28. “Supported Web Browser” means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that We notify You of in writing from time to time;
29. “User Terms” means the terms and conditions applicable to the access and use of AIchor by Authorised Users as displayed from time to time on the AIChor website; and
30. “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Appendix 1: Data Processing Addendum

This Data Processing Addendum (this “Addendum”) forms part of the Agreement between Us and You. This Addendum applies where and only to the extent that We process Your Personal Data on Your behalf in the course of providing the Service or Support to You under the Agreement. This Addendum does not apply where We determine the purpose and means of the processing of Personal Data.

Both Parties agree, based on Your current and intended use and provision of the Service and Our commitments under this Addendum, as applicable, including Section 6 (Data Security), (a) meet each party’s needs as applicable, including with respect to any security obligations of Your’s under European Data Protection Law and/or Non-European Data Protection Law, as applicable, and (b) provide a level of security appropriate to the risk of Your Data.

Definitions
1. Terms defined in the Agreement apply to this Addendum. In addition, in this Addendum:
  - “Alternative Transfer Solution” means a solution, other than the Model Contract Clauses, that enables the lawful transfer of personal data to a third country in accordance with European Data Protection Law (for example, Privacy Shield).
  - “Your Personal Data” means the personal data contained within Your Data Sets.
  - “Data Incident” means a breach of Our security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Your Data Sets on systems managed by or otherwise controlled by Us.
  - “EEA” means the European Economic Area.
  - “EU GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
  - “European Data Protection Law” means, as applicable: (a) the GDPR; and/or (b) the Federal Data Protection Act of 19 June 1992 (Switzerland).
  - “European or National Law” means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Your Personal Data); and/or (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Your Personal Data).
  - “GDPR” means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.
  - “Model Contract Clauses” mean the Standard Contractual Clauses for Processors approved by the European Commission for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
  - “Non-European Data Protection Law” means data protection or privacy laws in force outside the European Economic Area, Switzerland and the UK.
  - “Privacy Shield” means, as applicable, the EU-U.S. Privacy Shield legal framework, the Swiss-U.S. Privacy Shield legal framework, and any equivalent legal framework that may apply between the UK and the United States.
  - “Subprocessor” means a third party authorised as another processor under this Addendum to have logical access to and process Your Data Sets to provide parts of the Service and Support.
  - “UK GDPR” means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, if in force.
2. The terms “personal data”, “data subject”, “processing”, “controller” and “processor” as used in this Addendum have the meanings given in the GDPR irrespective of whether European Data Protection Law or Non-European Data Protection Law applies.
Duration
This Addendum will, notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Your Data Sets by Us as described in this Addendum.
Scope of Data Protection Law
1. Application of European Law. The parties acknowledge that European Data Protection Law will apply to the processing of Your Personal Data if, for example:
  - the processing is carried out in the context of the activities of an establishment of Your’s in the territory of the EEA or the UK; and/or
  - Your Personal Data is personal data relating to data subjects who are in the EEA or the UK and the processing relates to the offering to them of goods or services in the EEA or the UK, or the monitoring of their behaviour in the EEA or the UK.
2. Application of Non-European Law. The parties acknowledge that Non-European Data Protection Law may also apply to the processing of Your Personal Data.
3. Application of Terms. Except to the extent this Addendum states otherwise, this Addendum will apply irrespective of whether European Data Protection Law or Non-European Data Protection Law applies to the processing of Your Personal Data.
Processing of Data Sets
1. Roles and Regulatory Compliance; Authorisation.
  1. Processor and Controller Responsibilities. If European Data Protection Law applies to the processing of Your Personal Data: (a) the subject matter and details of the processing are described in Appendix 1; (b) We are a processor of Your Personal Data under European Data Protection Law; (c) You are a controller or processor, as applicable, of Your Personal Data under European Data Protection Law; and (d) each party will comply with the obligations applicable to it under European Data Protection Law with respect to the processing of Your Personal Data.
  2. Authorisation by Third Party Controller. If European Data Protection Law applies to the processing of Your Personal Data and You are a processor, You warrant that Your instructions and actions with respect to Your Personal Data, including its appointment of Us as another processor, have been authorised by the relevant controller.
  3. Responsibilities under Non-European Law. If Non-European Data Protection Law applies to either party’s processing of Your Personal Data, the relevant party will comply with any obligations applicable to it under that law with respect to the processing of Your Personal Data.
2. Scope of Processing.
  1. Your Instructions. You instruct Us to process Your Personal Data only in accordance with applicable law: (a) to provide the Service and Support; (b) as further specified via Your use of the Service (including account administration portals and other functionality of the Service) and Support; (c) as documented in the Agreement, including this Addendum; and (d) as further documented in any other written instructions given by You and acknowledged by Us as constituting instructions for purposes of this Addendum.
  2. Our Compliance with Instructions. We will comply with the instructions described in Section 4.2.1 (Your Instructions) (including with regard to data transfers) unless European or National Law to which We are subject requires other processing of Your Personal Data by Us, in which case We will notify You (unless that law prohibits Us from doing so on important grounds of public interest) before such other processing.
Data Deletion
1. Deletion by You. We will enable You to delete Your Data Sets during the Term in a manner consistent with the functionality of the Service. If You use the Service to delete any of Your Data Sets during the Term and that Data Sets of Yours cannot be recovered by You, this use will constitute an instruction to Us to delete Your relevant Data Sets from Our systems in accordance with applicable law.
2. Deletion on Termination. On expiry of the Term, You instruct Us to delete all of Your Data Sets (including existing copies) from Our systems in accordance with applicable law. This requirement will not apply: (a) to the extent We are required by applicable law to retain some or all of Your Data Sets, or (b) to Your Data Sets that We have archived on back-up systems, which We will securely isolate and protect from any further processing, except to the extent required by law.
Data Security
1. Our Security Measures, Controls and Assistance.
  1. Our Security Measures. We will implement and maintain technical and organisational measures to protect Your Data Sets against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access as described in Appendix 2 (the “Security Measures”). We may update the Security Measures from time to time if such updates do not result in the degradation of the overall security of the Service.
  2. Security Compliance by Our Staff. We will: (a) take appropriate steps to ensure compliance with the Security Measures by Our employees and contractors to the extent applicable to their scope of performance, and (b) ensure that all persons authorised to process Your Personal Data are under an obligation of confidentiality.
  3. Our Security Assistance. We will (taking into account the nature of the processing of Your Personal Data and the information available to Us) assist You in ensuring compliance with its obligations under Articles 32 to 34 of the GDPR, by: (a) implementing and maintaining the Security Measures in accordance with Section 6.1.1 (Our Security Measures); (b) complying with the terms of Section 6.2 (Data Incidents); (c) providing You with the Security Documentation in accordance with Section 6.4 (Your Audit Rights) and the information contained in the Agreement including this Addendum; and (d) if subsections (a)-(c) above are insufficient for You to comply with such obligations, upon Your request, providing additional reasonable assistance.
2. Data Incidents. We will notify You promptly and without undue delay after becoming aware of a Data Sets Incident, and promptly take reasonable steps to minimise harm and secure Your Data Sets. Our notification of a Data Sets Incident will describe, to the extent possible, the nature of the Data Sets Incident, the measures taken to mitigate the potential risks and the measures We recommend You take to address the Data Sets Incident.
3. Your Security Responsibilities. Without prejudice to Our obligations under Sections 6.1 (Our Security Measures, Controls and Assistance) and 6.2 (Data Incidents), and elsewhere in the Agreement, You are responsible for Your use of the Service and Your storage of any copies of Your Data Sets outside Our or Our Subprocessors’ systems, including: (a) protecting the security of Your Data Sets when in transit to and from the Service; (b) securing the account authentication credentials, systems and devices You use to access the Service; and (c) backing up Your Data Sets as appropriate.
4. Your Audit Rights. Upon Your request, and subject to the confidentiality obligations of the Agreement, We will make available to You (or Your independent, third-party auditor) information regarding Our compliance with the security obligations specified in this Addendum in the form of third-party certifications and audit reports (such certifications and reports the “Security Documentation”). You agree that Our compliance with Section 6.1 (Our Security Measures, Controls and Assistance) will fulfil any audit cooperation responsibilities that may apply to Us under Data Protection Laws.
Impact Assessments and Consultations
We will (taking into account the nature of the processing and the information available to Us) assist You in ensuring compliance with its obligations under Articles 35 and 36 of the GDPR, by: (a) providing the Security Documentation in accordance with Section 6.4 (Your Audit Rights); (b) providing the information contained in the Agreement including this Addendum; and (c) if subsections (a) and (b) above are insufficient for You to comply with such obligations, upon Your request, providing additional reasonable assistance.
Cooperation
1. Access. During the Term, We will enable You, in a manner consistent with the functionality of the Service, to access, rectify and restrict processing of Your Data Sets, including via the deletion functionality provided by Us as described in Section 5.1 (Deletion by You), and to export Your Data Sets.
2. Your Responsibility for Data Subject Requests. During the Term, if We receive a request from a data subject relating to Your Personal Data, and the request identifies Your, We will advise the data subject to submit their request to You. You will be responsible for responding to any such request including, where necessary, by using the functionality of the Service.
3. Our Data Subject Request Assistance. We will (taking into account the nature of the processing of Your Personal Data) assist Your in fulfilling its obligations under Chapter III of the GDPR to respond to requests for exercising the data subject’s rights by: (a) complying with Sections 8.1 (Access) and 8.2 (Your Responsibility for Data Subject Requests); and (c) if subsections (a) and (b) above are insufficient for You to comply with such obligations, upon Your request, providing additional reasonable assistance.
Data Transfers
1. Data Storage and Processing Facilities. We may store and process Your Data Sets anywhere We or our Subprocessors maintain data processing operations.
2. Transfers of Data Sets.
  1. Our Transfer Obligations. If the storage and/or processing of Your Personal Data involves transfers of Your Personal Data out of the EEA, Switzerland or the UK, and European Data Protection Law applies to the transfers of such data (“Transferred Personal Data”), We will:
    - ensure that We comply with the Model Contract Clauses, which are incorporated into this Addendum by reference, and ensure that the transfers are made in accordance with such Model Contract Clauses; and/or
    - offer an Alternative Transfer Solution for such data, ensure that the transfers are made in accordance with such Alternative Transfer Solution, and make information available to You about such Alternative Transfer Solution.
  2. Your Transfer Obligations. For Transferred Personal Data, You will:
    - comply with the Model Contract Clauses as the exporter of such data, if under European Data Protection Law We reasonably require You to do so; and
    - use an Alternative Transfer Solution offered by Us for such data and take any action (which may include execution of documents) strictly required to give full effect to such solution if under European Data Protection Law We reasonably require You to do so.
3. Disclosure of Confidential Information Containing Personal Data. If the Model Contract Clauses apply as described in Section 9.2 (Transfers of Data Sets), We will, notwithstanding any term to the contrary in the Agreement, ensure that any disclosure of Your Confidential Information containing personal data, and any notifications relating to any such disclosures, will be made in accordance with such Model Contract Clauses.
Subprocessors
1. Consent to Subprocessor Engagement. You authorise the engagement as Subprocessors of: (a) those entities listed at URL provided by Us on the Listing, as may be updated by Us from time to time in accordance with this Addendum; and (b) all of Our other Affiliates from time to time. In addition, without prejudice to Section 10.3 (Opportunity to Object to Subprocessor Changes), You generally authorise the engagement as Subprocessors of any other third parties (each, a “New Third Party Subprocessor”).
2. Requirements for Subprocessor Engagement. When engaging any Subprocessor, We will:
  - ensure via a written contract that: (i) the Subprocessor only accesses and uses Your Data Sets to the extent required to perform the obligations subcontracted to it, and does so in accordance with the Agreement (including this Addendum) and any Model Contract Clauses entered into or Alternative Transfer Solution adopted by Us as described in Section 9.2 (Transfers of Data Sets); and (ii) if the GDPR applies to the processing of Your Personal Data, the data protection obligations described in Article 28(3) of the GDPR, as described in this Addendum, are imposed on the Subprocessor; and
  - remain fully liable for all obligations subcontracted to the Subprocessor, and all acts and omissions of the Subprocessor, in each case relating to Our obligations under this Addendum.
3. Opportunity to Object to Subprocessor Changes.
  1. Notice. When any New Third Party Subprocessor is engaged during the Term, We will, at least 30 days before the New Third Party Subprocessor starts processing any Your Data Sets, notify You of the engagement (including the name and headquartered location of the relevant Subprocessor and the activities it will perform), such as by updating the URL provided by Us on the Listing.
  2. Opportunity to Object. You may object in writing to Our engagement of a New Third Party Subprocessor, but only if such objection is based on reasonable grounds relating to data protection. In such event, the parties will discuss such concerns in good faith with a view to achieving resolution. If this is not possible, You may, as Your sole and exclusive remedy, suspend or terminate the Agreement.
Liability
1. Liability Cap. The total combined liability of either party and its Affiliates towards the other party and its Affiliates under or in connection with the Agreement, including this Addendum and and the Model Contract Clauses as applicable, combined will be subject to any limitation of liability provisions (including any agreed aggregate financial cap) that apply under the Agreement.
2. Liability Cap Exclusions. Nothing in Section 11.1 (Liability Cap) will affect the remaining terms of the Agreement relating to liability (including any specific exclusions from any limitation of liability).
Effect of this Addendum
Notwithstanding anything to the contrary in the Agreement, in the event of any conflict or inconsistency between this Addendum and the remaining terms of the Agreement, this Addendum will govern.

Appendix 1: Subject Matter and Details of the Data Processing

Subject Matter: Our provision of the Service and Support to You.
Duration of the Processing: The Term plus the period from the expiry of the Term until deletion of all of Your Data Sets by Us in accordance with the Terms.
Nature and Purpose of the Processing: We will process Your Personal Data for the purposes of providing the Service and Support to You in accordance with the Agreement, including this Addendum.
Categories of Data: Data Sets relating to individuals provided to Us via the Service, by (or at the direction of) You.
Data Subjects: Data Sets subjects include the individuals about whom data is provided to Us via the Service by (or at the direction of) You.