This Agreement (as defined below) is made by and between Teknoir LLC, a Delaware limited liability company, with offices at 7324 Southwest Fwy., Suite 1900, Houston, Texas, USA 77098 (“Teknoir,” “us” or “we”) and individual or entity accessing, downloading, installing and/or using certain of Teknoir’s Platform (as defined below). This Agreement is effective immediately upon installation of the Platform (the “Effective Date”).
1. Introduction
1.1 The terms applicable to your use of the Teknoir Platform (defined below) are set forth in this agreement, as well as our Terms and Conditions of Use Privacy Policy www.teknoir.ai/privacy (altogether, this “Agreement” or “Terms”), which forms a contract between Teknoir and you, individually if you are agreeing to it in your own capacity, or you, a legal entity, in either case for which an account was set up under which this Agreement was accessed (in each case “you” or “your”).
1.2 When you click the box accepting these Terms or sign an order form accepting these terms, you are actively consenting to these Terms on behalf of yourself and/or your employer. If you access the Platform without clicking through, by using the Platform you are agreeing to these Terms. By clicking the “I accept the terms and conditions of this Agreement” button, you acknowledge (a) that you have read and understood this Agreement and (b) that this Agreement has the same force and effect as an agreement signed with original signatures. If you do not click on the “I accept the terms and conditions of this Agreement” button, you will not be able to access the Platform or be entitled to receive such access.
1.3 You warrant and certify to Teknoir and agree that:
(a) You are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and have the right and authority to enter into this Agreement on your own behalf, or if you are entering into this Agreement on behalf of your company, organization, educational institution, or agency, instrumentality, or department of the federal government, that you have the right and authority to legally bind such entity or organization to the terms and obligations of this Agreement; and
(b) All information provided by you to Teknoir or your end-users in connection with this Agreement or your Applications (as defined below) will be current, true, accurate, supportable, and complete and, with regard to the information you provide to Teknoir, you will promptly notify Teknoir of any and all changes to such information. Further, you agree that Teknoir may share such information (including email address and mailing address) with third parties who have a need to know for purposes related thereto (e.g., intellectual property questions, customer service inquiries, etc.)
1.4 This Agreement applies, without limitation, to the platform hosted by Teknoir and accessible by you through the Internet subject and pursuant to the terms of this Agreement, any components of the platform which may be hosted by others at Teknoir’s request, as well as any other components (including, without limitation, the Teknoir Operating System present on your device(s)) relating to your use thereof (as further defined below, the “Platform”). It also applies to any Updates for the Platform, unless other terms accompany those items. If so, those terms apply. Teknoir may make its Platform available to you via the Teknoir Cloud on Teknoir’s App Store by electronic download and/or other means as approved by Teknoir from time to time.
2. DEFINITIONS
The following capitalized terms shall have the meanings set forth next to them when used in this Agreement.
2.1 “App Store” means Teknoir’s web-based and mobile marketplace and digital platform for distributing, discovering, purchasing, rating, and reviewing apps developed and maintained for users of Teknoir’s Platform. The App Store serves as the e-commerce platform for purchasing and licensing apps for Teknoir’s app developers. Purchased apps are added to a user’s Teknoir account.
2.2 “Application(s)” or “Apps” means one or more software program(s) (including extensions, media, and/or libraries that are enclosed in a single software bundle) which (i) is designed, developed, and tested by you to be compatible with the Platform, (ii) may contain Distributable Code, (iii) is branded under your own trademark and brand, and (iv) complies with the terms and conditions of this Agreement, including the Application Requirements. Apps include all bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases, and new versions of such software programs or mobile apps.
2.3 “Application Requirements” means the requirements that may be specified by Teknoir from time to time, including without limitation the terms set forth in this Agreement.
2.4 “Dev Studio” means a part of Teknoir’s Platform, including software and APIs for programming and configuration around an intuitive user experience, providing a virtually codeless environment for app and machine learning model creation where inputs, outputs, and functions are configured using a drag-and-drop method.
2.5 “Distributable Code” which is the core binary code that you are permitted to use and distribute AS IS, without any configuration or modification, solely in your Applications.
2.6 “Documentation” means graphical, electronic, and/or print documentation, if any, explaining the “how to” of developing your Applications so it is compatible with the Platform;
2.7 “Edge Device” means a lightweight, disposable IoT device with ‘AI on a chip’ capable of ingestion, real-time control, app orchestration, and/or mesh communication to other IoT devices and designed to operate at the “far edge.”
2.8 “Example Code” means source code examples of how to develop your Application, headers and interfaces to the Distributed Code that can be used to enable the Applications to be compatible with the Platform, and any and all other components included on or accessed through the Teknoir applications and all updates to any of the foregoing.
2.9 “Fleet Manager” means a part of Teknoir’s Platform, including software, framework, and APIs, that allows a user to monitor, manage, and/or deploy Apps to an Edge Device.
2.10 “Mobile App” means a part of Teknoir’s Platform, including software and APIs that allow a user to find, pair, and/or register Edge Devices to a network and add Apps to a Teknoir user account.
2.11 “Platform” means Teknoir’s software, framework, orchestration engine, and APIs for developing Apps, with tools for building apps, creating and training artificial intelligence/machine learning models, designing user interfaces, deploying and updating apps to hardware, tools for aiding in quality assurance before publishing to Teknoir’s App Store, and tools to gather data and any associated Documentation and Suggestions. The Platform enables a user to utilize artificial intelligence to address domain-specific edge use cases and to enable users to make pairing, registering, and monitoring Edge Devices efficient. The Platform includes the following components and may include additional components at the sole discretion of Teknoir, including, without limitation: Console, Dev Studio, Observatory, Fleet Manager, Teknoir Mobile App, Teknoir Orchestration Engine (TOE)
2.12 “Services” means any service to be performed by one of Teknoir’s employees or partners in connection with your Use of the Platform.
2.13 “Term” means the period for which this Agreement is enforceable and starts on the date you accept it or first use the platform, whichever is sooner (the “Effective Date”), until terminated by either you or Teknoir in accordance with this Agreement. The initial Term of this Agreement shall extend until the one (1) year anniversary of the Effective Date. Thereafter, subject to your payment of any renewal or other fees, as may specified in this Agreement and other agreements between the parties, and compliance with the terms of this Agreement, the Term will automatically renew for successive one (1) year terms, unless sooner terminated in accordance with this Agreement.
2.14 “Use” means: (i) for the Platform to embed such Platform in your Applications in order to evaluate and/or incorporate Teknoir’s technology accessed and used through the Platform; (ii) for the Distributable Code to copy such code, and include and distribute such copies solely in Applications; provided that, during the Evaluation Period, such distribution is solely internal for your evaluation of the platform only. For clarity, Distributable Code may not be modified; (iii) for the Example Code, to copy, modify, and distribute the Example Code and modifications thereof solely in Applications; and/or (iv) for the Documentation, to copy the Documentation solely as necessary for your Use of the rest of the Platform as permitted herein.
3. LICENSE GRANT; RESTRICTIONS ON USE
3.1 License Grant.
The Platform is licensed, not sold to you. Subject to the terms and conditions of this Agreement, including, without limitation, the payment of Fees, Teknoir hereby grants you a nonexclusive, nontransferable, terminable, revocable, non-sublicensable, and limited license to Use the Platform, without modification, during the Term, solely for the purpose of developing and distributing Applications. Any use not specified in this Agreement is expressly prohibited. Teknoir may track your use. You agree that we or our designee use means to track use to ensure your compliance with this Agreement. At all times during your Use of the Platform, you hereby agree to use your best efforts to ensure your use of the Platform on disclosed devices is in compliance with this license herewith.
3.2 Restrictions on Use.
All rights not granted in this Agreement are reserved to Teknoir. Without limiting the generality of the foregoing, you shall not, and you shall not cause or permit anyone to:
3.2.1 copy, duplicate, or otherwise reproduce the Platform, in whole or in part, except as expressly permitted in Section 4;
3.2.2 modify or create derivative works of the Platform except as expressly permitted herein;
3.2.3 work around any technical limitations in the Platform, interfere with or compromise the system integrity or security, or decipher any transmissions to or from our servers, or take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
3.2.4 reverse engineer, disassemble, decompile, or otherwise manipulate the Platform, in whole or in part, to obtain the source code to any parts of the Platform not otherwise provided by us in source code format (unless required by law for interoperability);
3.2.5 loan, lease, sell, sublicense, resell, distribute, assign or otherwise transfer, pledge, mortgage, or otherwise encumber the Platform, in whole or in part, to any third party, including an assignment by operation of law, except for the distribution of Applications as expressly permitted herein;
3.2.6 use the Platform, in whole or in part, on a service bureau or timesharing basis or application service provider basis or for the benefit of any third parties;
3.2.7 remove, obscure, or alter any patent, copyright, trademark, or other proprietary rights notice(s) on the Platform or its components;
3.2.8 except with Teknoir’s express written consent, use Teknoir’s trademarks, including without limitation Teknoir.ai, in your Applications’ names or in a way that suggests your Applications come from or are endorsed by Teknoir;
3.2.9 use any component of the Platform to design or create any software program, hardware system, or content, in whole or in part, with features or functions similar to the features or functions of any of the Platform;
3.2.10 include any part of the Platform in, or use the Platform or any Applications for, any programs designed or intended for a high-risk use;
3.2.11 use the Platform, in whole or in part, for the development of, or distribution in, any malicious, deceptive, defamatory, otherwise tortious or unlawful programs or to gather personally identifiable information;
3.2.12 use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., in connection with the Platform, in a manner that sends more request messages to the Teknoir servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; and
3.2.13 send or store viruses, worms, time bombs, Trojan horses, and other malicious code, files, scripts, agents, or programs in connection with the use of the Platform, in whole or in part, or the Applications, or which could damage, destroy, or adversely affect other software, firmware, hardware, data, systems, services, or networks. You shall take no action that may compromise Teknoir’s intellectual property rights but instead shall take all reasonable actions required to safeguard such rights.
4. APPLICATION REQUIREMENTS
All Applications must comply with the following criteria and requirements, as may be modified by Teknoir from time to time:
4.1 You agree to comply with all of the terms and conditions of this Agreement with respect to all Applications.
4.2 You are solely responsible for all costs and expenses associated with developing the Applications and their future use, including any legal claims arising out of any person or entity’s use of such Application.
4.3 You agree that your development, marketing, sales, and distribution of your Applications shall be in compliance with all applicable laws, rules, regulations, and any generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries and all applicable privacy and data collection laws and regulations) (“Applicable Laws”). To the extent required by law, you are solely responsible for obtaining or filing any approval, clearance, registration, permit, or other regulatory authorization and shall comply with the requirements of such authorization.
4.4 The Platform utilizes complex software technology that may not always function as intended. If you choose to use the Platform, you assume all risk that your use of your Applications, the Platform causes any harm or loss, including to the end users of your Applications, and you hereby agree to waive all claims against Teknoir and its affiliates related to such use (including without limitation any claim that the Platform, or any component thereof, is defective) and to indemnify and hold Teknoir, its affiliates and its licensors harmless from and against such claims and any and all losses, liabilities, damages, settlements, judgments, taxes, penalties, fines, fees, and other expenses (including attorney and expert fees and court costs) relating thereto.
5. SERVICES
Teknoir is under no obligation to provide any services to you with respect to the Platform (including, without limitation, any installation of the Platform, including related APIs, training or maintenance). Teknoir may offer or provide services to you hereunder in Teknoir’s sole discretion, the terms and fees for which shall be set forth in writing between the parties.
6. FEES
Should Teknoir, in its sole discretion, determine that a license fee is due and payable by you for Use of the Platform, such amounts shall be as set forth in writing by Teknoir and shall be due in accordance with the terms of such writing. You agree to pay any sales, value-added, or other similar taxes imposed by Applicable Law that Teknoir must pay based on the platform and/or services ordered by Customer, except for taxes based on Teknoir’s income. You agree to indemnify Teknoir as to all such taxes.
7. CONFIDENTIAL INFORMATION
The parties agree that the Platform and any other information and materials provided by Teknoir or its licensors to you under this Agreement, as well as any information relating to the Platform, including without limitation any errors or bugs discovered in the Platform, all Suggestions, the terms and conditions of this Agreement, your relationship with Teknoir, and all issues and information regarding the operation of the Platform, are the confidential and proprietary information and/or trade secrets (“Confidential Information”) of Teknoir and/or its licensors. You shall and, if applicable, you shall ensure that your personnel shall: (i) protect and safeguard the confidentiality of all such Confidential Information in strict confidence with at least the same degree of care as you would protect your own sensitive information, but in no event with less than a reasonable degree of care; (ii) not use Teknoir’s Confidential Information, or permit it to be accessed or used, for any purpose other than the Use or otherwise in any manner to Teknoir’s detriment; (iii) not disclose, make available or permit others to make available, any Confidential Information to any person or entity, except to your personnel who (A) need to know the Confidential Information to assist you, or act on your behalf, in relation to the Use, (B) are informed in writing by you of the confidential nature of the Confidential Information, and (C) are subject to written confidentiality duties or obligations to you that are no less restrictive than the terms and conditions of this Agreement; (iv) immediately notify Teknoir of any unauthorized use or disclosure of Confidential Information or other breaches of this Agreement by you or your personnel or third parties of which you have knowledge; (v) fully cooperate with Teknoir in any effort undertaken by Teknoir to enforce its rights related to any such unauthorized use or disclosure; (vi) be responsible for any breach of this Agreement caused by any of your personnel; and (vii) not file a patent application or provoke interference with any patent application which Teknoir has filed or will file or amend any claim in any pending patent application to expand the claim to read on, cover or dominate any invention (whether or not patentable) disclosed or suggested in Confidential Information. Without limiting in any way the foregoing, you may also be subject to other confidentiality obligations set forth in a written confidentiality or nondisclosure agreement between you and Teknoir. Except as required by applicable federal, state or local law or regulation, the term “Confidential Information” as used in this Agreement shall not include information that: (a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Agreement or act or omission by you or any of your representatives; (b) at the time of disclosure is, or thereafter becomes, available to you on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information to you by any legal, fiduciary, or contractual obligation; (c) was known by you or in your possession, as established by documentary evidence, prior to being disclosed by or on behalf of Teknoir pursuant to this Agreement without breach of any obligation; or (d) was or is independently developed by you, as established by documentary evidence, without reference to or use of, in whole or in part, any of Teknoir’s Confidential Information.
8. COMPLIANCE WITH LAW
You shall not, nor shall you permit third parties to, access or cause to be accessed the Platform in any country prohibited by the United States Export Administration Act and the regulations thereunder or otherwise use the Platform, in whole or in part, in violation of Applicable Laws or for any unlawful purpose. Further, you shall indemnify and hold Teknoir and its licensors harmless from and against any and all claims, losses, liabilities, damages, settlements, judgments, taxes, penalties, fines, fees, and other expenses (including attorney and expert fees and court costs) arising out of any claim that the Platform, or any portion thereof, was exported or otherwise shipped, transported, accessed, or used by or through you in violation of Applicable Laws or used for unlawful purposes.
9. THIRD PARTY SOFTWARE
Certain third-party software may be included with the Platform and is subject to additional terms and conditions imposed by Teknoir’s third-party licensor(s). This Agreement in no way supplements or detracts from any terms or conditions of such third-party license agreements, which may impose additional limitations on your use of the Platform. You hereby agree to any such terms and conditions, which are incorporated by reference into this Agreement. By accepting this Agreement, you are also accepting the additional terms and conditions, if any, set forth therein upon distribution of Updates. You are responsible for regularly reviewing the third-party terms and conditions to determine the status of and for complying with all third-party software license terms and conditions.
10. ACCESS CREDENTIALS
You agree that you are solely responsible for maintaining the confidentiality of any access credentials (such as username and passwords) that may be issued to you by Teknoir or which you may choose yourself and that you will be solely responsible for all Applications that are developed under your access credentials.
11. SOFTWARE DEFECT REPORTING
If you find software defects in the Platform or its components, you agree to report them to Support@teknoir.ai. Teknoir will evaluate and, at its sole discretion, may address them in a future Update. Teknoir shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use or incorporate any material, information, ideas, concepts, know-how, techniques, code, models, feedback, or other communication you transmit to us by any means (“Suggestions”). Teknoir shall have no obligations with respect to Suggestions. Teknoir and its designees will be free to copy, disclose, distribute, incorporate, and otherwise use Suggestions and all data, images, sounds, text, and other things embodied therein for any and all commercial and noncommercial purposes.
12. UPDATES
You understand and agree that Teknoir may amend, modify, change, and cease distribution or production of the Platform at any time. You understand that Teknoir is not obligated to provide you with upgrades, updates, or future versions of the Platform (“Updates”) under this Agreement. However, if Teknoir does provide you with any Updates, you agree that in all circumstances, you shall promptly implement and integrate the Updates into your Applications upon your receipt of notice of the Update from Teknoir. All Updates shall be subject to the terms and conditions of this Agreement or such agreement, if any, which accompanies such Updates. You shall routinely update your contact information provided to Teknoir upon registration in order to be eligible to receive Updates. You hereby agree and acknowledge that failure to implement and integrate the Updates may cause your Applications to lose complete or partial functionality with the platform and API, and you are entirely responsible for implementing and integrating the Updates. You shall indemnify and hold Teknoir and its licensors harmless from and against any and all claims, losses, liabilities, damages, settlements, judgments, taxes, penalties, fines, fees, and other expenses (including attorney and expert fees and court costs) arising out of or resulting from loss of your Applications’ functionality due to your failure to implement and integrate Updates and update your Application with respect thereto.
13. OWNERSHIP
All rights, titles, and interests in and to the Platform and its components, including ownership of all intellectual property rights therein and thereto, shall remain at all times in Teknoir and its licensors. The Platform is protected by copyright law and international treaty provisions. At any time during your, your personnel, or your end user’s use of the Platform, Teknoir may collect data resulting from such use and shall, and hereby does, own any such data collected and processed by Teknoir resulting from such use and may use such data on a de-identified, aggregated basis, for any purposes Teknoir deems fit, solely to the extent necessary to provide the Teknoir Service and related services. If such data is not capable of being owned pursuant to applicable law, then you hereby grant to Teknoir a worldwide, perpetual, irrevocable, royalty-free, fully sub-licensable, and non-exclusive right and license to use, access, store, copy, download, print, sell, perform, display, execute, reproduce and modify (including to create improvements and derivative works of), distribute, and otherwise use and exploit such data on a de-identified, aggregated basis for any purpose Teknoir deems fit, solely to the extent necessary to provide the Teknoir Service and related services. If you provide us with any feedback, contribution to, or ideas about your Use and/or access, you acknowledge that we own all rights, titles, and interests to such feedback, contributions, and/or ideas.
Any Authorized User Data collected by you using the Application shall remain your property.
14. TERMINATION
This Agreement shall remain in full force and effect during the Term unless terminated pursuant to this Section.
This Agreement shall automatically terminate if you fail to comply with any of the terms or conditions of this Agreement, and, if curable, such failure remains uncured for a period of 15 days after written notice from Teknoir. This Agreement shall also automatically terminate upon the expiration of the Term, but your obligations hereunder shall survive any termination or expiration until your use of the platform ends. A breach of Section 3 (License Grant; Restrictions on Use) is deemed an incurable breach, and this Agreement and all rights and licenses granted hereunder may be terminated by Teknoir at any time for breach of such. If you are signed up for any free trial pricing plan, Teknoir may terminate the license or this Agreement at any time. Immediately upon any termination of a license or this Agreement, you must: (a) cease and terminate all use of the Platform or any portion thereof; (b) destroy any and all components of the Platform or other Confidential Information remaining on your system, in whole or in part, in all forms and formats and copies thereof; and (c) provide Teknoir with written certification that all copies of the Platform and the Confidential Information, whether partial or complete, have been destroyed. The obligations of confidentiality, non-use, and non-disclosure in Section 7 shall survive the expiration or termination of this Agreement for any reason. Additionally, the provisions of Sections 8-9, the license in 13, indemnification obligations in Sections 3, 12, and 21, and 13 through 24 (including this Section 14) shall survive the expiration or termination of this Agreement for any reason.
15. DISCLAIMER
THE PLATFORM IS PROVIDED TO YOU ON AN “AS IS” “WHERE IS” AND “AS AVAILABLE” BASIS AND “WITH ALL FAULTS,” WITHOUT ANY TECHNICAL SUPPORT OR WARRANTY OF ANY KIND FROM TEKNOIR. YOU ASSUME ALL RISKS THAT THE PLATFORM IS SUITABLE OR ACCURATE FOR YOUR NEEDS AND YOUR USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK. TEKNOIR DOES NOT MAKE, AND IT AND ITS LICENSORS HEREBY DISCLAIM, AND YOU RELEASE AND WAIVE, ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, FOR THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND/OR PURPOSE, NON-INFRINGEMENT, TITLE AND QUIET ENJOYMENT, OR ANY WARRANTY ARISING UNDER STATUTE OR OTHERWISE IN LAW, AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TEKNOIR DOES NOT WARRANT THAT THE PLATFORM IS ACCURATE OR WILL MEET CUSTOMER’S REQUIREMENTS, WILL OPERATE IN ANY COMBINATION THAT MAY BE SELECTED FOR USE BY YOU OR IN COMBINATION WITH OTHER SOFTWARE, WILL OPERATE VIRUS FREE OR ERROR FREE, THAT ITS USE WILL BE UNINTERRUPTED, THAT ITS USE WILL NOT BE REPLACED, THAT USE OF THE PLATFORM WILL ENSURE FUNCTIONALITY OF YOUR APPLICATIONS AFTER FUTURE UPDATES ARE MADE AVAILABLE, OR THAT THE INFORMATION CONTAINED IN THE PLATFORM IS CORRECT OR WILL MEET YOUR REQUIREMENTS. TEKNOIR DOES NOT WARRANT THAT ANY SOFTWARE ERRORS, DEFECTS OR INEFFICIENCIES WILL BE CORRECTED, NOR DOES TEKNOIR ASSUME ANY LIABILITY FOR FAILURE TO CORRECT ANY SUCH ERROR, DEFECT OR INEFFICIENCY. TEKNOIR MAKES NO WARRANTY, AND CUSTOMER ASSUMES THE ENTIRE RISK, AS TO THE INTEGRITY OF ANY DATA AND THE RESULTS, CAPABILITIES, SUITABILITY, USE, NON-USE OR PERFORMANCE OF THE PLATFORM AND APPLICATIONS CREATED FROM USE OF THE PLATFORM. IN NO EVENT SHALL TEKNOIR BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM OR RELATED TO THE USE OR PERFORMANCE OF THE PLATFORM OR APPLICATION.
SOME TEKNOIR PRODUCTS AND SERVICES WILL RELY ON AND BE PERFORMED BY ARTIFICIAL INTELLIGENCE (AI) AND MACHINE LEARNING (ML) TECHNOLOGIES AND PROCESSES, AND THE NATURE OF AI AND ML MEANS THAT RESULTS MAY NOT ALWAYS BE ACCURATE OR APPLICABLE TO ALL SITUATIONS.
BY USING THE TEKNOIR PLATFORM, PRODUCTS AND SERVICES, YOU ACKNOWLEDGE AND AGREE TO THE FOLLOWING:
NO GUARANTEE OF ACCURACY: THE AI/ML ALGORITHMS MAY PRODUCE OUTPUTS THAT ARE INCORRECT, INCOMPLETE, OR MISLEADING. WE MAKE NO GUARANTEES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION OR RECOMMENDATIONS PROVIDED.
USER RESPONSIBILITY: YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE MAKING DECISIONS BASED ON THE OUTPUTS OF THIS PRODUCT.
LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF, OR RELIANCE ON, THIS PRODUCT OR ITS OUTPUTS.
USE AT YOUR OWN RISK: YOUR USE OF THIS PRODUCT IS AT YOUR OWN RISK. WE DISCLAIM ANY RESPONSIBILITY FOR ACTIONS TAKEN OR NOT TAKEN BASED ON THE INFORMATION PROVIDED BY THE AI/ML COMPONENTS.
BY CONTINUING TO USE THIS PRODUCT, YOU ACCEPT THESE TERMS AND AGREE TO HOLD US HARMLESS FROM ANY CLAIMS OR DAMAGES RESULTING FROM YOUR USE OF THE AI/ML TECHNOLOGY.
16. EXCLUSIVE REMEDY
If you are dissatisfied with the Platform (including without limitation this Agreement), your sole and exclusive remedy is to terminate your use of the Platform and this Agreement in accordance with Section 14 hereof.
17. LIMITATION OF LIABILITY
IN NO EVENT SHALL TEKNOIR OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, TREBLE OR PUNITIVE DAMAGES OR OTHER SIMILAR DAMAGES (SUCH AS LOST PROFITS, LOSS OF USE OR REVENUE, DATA CORRUPTION, COSTS OF DATA RECONSTRUCTION, BUSINESS INTERRUPTION OR LOSS OF DATA) IN CONNECTION WITH THIS AGREEMENT OR USE OR PERFORMANCE OF THE PLATFORM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL TEKNOIR HAVE ANY LIABILITY FOR OR ARISING OUT OF ANY DERIVATIVE WORKS OF THE PLATFORM AND API OR ITS COMPONENTS, INCLUDING YOUR APPLICATIONS.
18. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that: (a) the performance of your obligations herein does not and will not violate any other contract or obligation to which you are a party, including covenants not to compete and confidentiality agreements; and (b) you have implemented and will continue to maintain sufficient information security protocols to secure and protect the confidentiality of all Confidential Information.
19. APPLICATION COLLECTION OF DATA
To the extent that the platform or Applications are used by you to collect data from your Applications users, you shall be responsible for determining the site(s) for such data storage. Teknoir hereby disclaims responsibility for the collection, storage, and management of data from your Applications and any liability therewith.
20. PROMOTIONAL LICENSE
You hereby grant Teknoir a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable right to use your user name, company name, company logo, and any comments you make publicly or privately for promotional purposes (such as on our websites, or on a third-party site) about your Use or the provision of Services to you.
21. YOUR INDEMNIFICATION OBLIGATIONS
You shall indemnify and hold Teknoir and its licensors harmless from and against any and all claims, losses, liabilities, damages, settlements, judgments, taxes, penalties, fines, fees, and other expenses (including attorney and expert fees and court costs) arising out of or resulting from your (including through you) (a) use of the platform, except to the extent any such claim, loss or liability arises out of or results from any gross negligence or intentional misconduct on the part of Teknoir, (b) misuse of the platform, (c) breach of this Agreement, or (d) Applications.
22. U.S. GOVERNMENT RESTRICTED RIGHTS
The platform is Commercial Computer Software, and was developed solely at private expense. Use, modification, reproduction, release, performance, display, or disclosure by the U.S. Government is subject to restrictions as set forth in Commercial Computer SDK — Restricted Rights clause at FAR 52.227-19, subsections (c)(1) and (2), as proscribed by FAR 27.405(b)(2), or the restrictions set forth in this license agreement pursuant to DFAR 227.7202-3(a), whichever is applicable. Copyright, Teknoir 2019-2020. Partially unpublished – rights reserved under the Copyright Laws of the United States.
23. NOTICES
Any notice permitted or required to be given under this Agreement shall be deemed sufficient if given by registered or certified mail, postage prepaid, return receipt requested, by private courier service, or by facsimile addressed to you at the notice address provided by you during registration, and/or to Teknoir at 720 N. Post Oak Rd., Suite 500, Houston, Texas, USA 77024, or to such other address as the parties may designate by like notice from time to time. Teknoir may also send you a notice via the email address provided on your account, which shall be your verified email address. A notice so given shall be effective upon (a) receipt by the party to which the notice is given, including an email receipt the day of the receipt; (b) the fifth day following domestic mailing or the tenth day following international mailing, whichever occurs first.
24. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement is to be governed by and construed under the laws of the State of Texas, USA, without reference to conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. Any disagreement or dispute arising out of or relating to this Agreement, or the breach thereof, which the parties are unable to resolve after good faith negotiations, shall be submitted first to the upper management level of the parties. The parties, through their upper management level representatives, shall meet within 30 days of the dispute being referred to them, and if the parties are unable to resolve such disagreement or dispute within 30 days of meeting, except to the extent specifically prohibited by applicable law in your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration to be conducted in Houston, Texas, USA in accordance with the Commercial Rules of the American Arbitration Association (“Rules”) and shall be heard by one arbitrator appointed in accordance with the Rules and to be mutually agreed to by the parties. If the parties fail to mutually agree upon an arbitrator within 30 days of submitting the dispute to arbitration, the American Arbitration Association shall appoint the arbitrator. The loser shall bear the costs and attorneys’ fees associated with the arbitration proceedings. No dispute between the parties or involving any person, but you may be joined or combined together without the prior written consent of Teknoir. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, any breach of this Agreement could cause Teknoir irreparable harm, and you agree that Teknoir has the right to institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a court of law for claims or disputes regarding your violation or threatened violation of this Agreement. Further, notwithstanding the foregoing dispute resolution provision, Teknoir may terminate this Agreement at any time in accordance with the termination provisions of this Agreement. You irrevocably waive any objection on the grounds of venue, forum non-conveniens, or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent to the jurisdiction of the courts located in Houston, Texas, USA for any such claims arising from or related to this Agreement. The parties specifically agree that, in the event that there is a dispute under this Agreement, no such dispute shall be resolved by jury trial. THE PARTIES HERETO WAIVE ALL RIGHTS TO A JURY TRIAL FOR ANY DISPUTES ARISING UNDER THIS AGREEMENT, INCLUDING DISPUTES AS TO WHETHER ATTORNEY’S FEES OR OTHER DAMAGES ARE DUE HEREUNDER. Unless, and only to the extent prohibited by law in your jurisdiction, any and all disagreements, disputes, mediation, arbitration, or litigation relating to this Agreement shall be conducted in the English language, including without limitation any correspondence, discovery, submissions, filings, pleadings, oral pleadings and arguments, and orders or judgments. You agree to pay any costs incurred by Teknoir in enforcing any provision of this Agreement in the event of the initiation of any legal action or proceedings for such purpose, including but not limited to all court costs and reasonable attorneys’ fees, which costs shall bear interest at the rate of 1½% per month from the date of judgment.
25. GENERAL PROVISIONS
If you and Teknoir have executed a separate written agreement specifically governing the Platform, including payment terms for use of the Platform, this Agreement does not affect any non-conflicting provisions of such executed agreement. Except as indicated in the prior sentence, this Agreement constitutes the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof and supersedes and replaces any and all prior agreements, understandings, promises, and representations, oral or written. Except as otherwise provided herein, this Agreement may only be amended or modified in writing duly executed by representatives of both parties. This Agreement may not be assigned, sublicensed, or transferred by you, including by operation of law or instances of change of control, except with Teknoir’s prior written consent. Any prohibited assignment, sublicense, or transfer shall be null and void. If any provision of this Agreement is found to be unenforceable or invalid by an arbitrator or a court of competent jurisdiction, such provision shall be interpreted so as to best accomplish the objectives of such provision, and the remainder of this Agreement shall remain valid. No delay or failure of Teknoir to exercise any right under this Agreement, and no custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of Teknoir’s right to exercise such right or to demand strict compliance by you with any terms hereof. A waiver by Teknoir of any particular default of you shall not affect or impair Teknoir’s rights with respect to any subsequent default of the same, similar, or a different nature. The parties hereto confirm that they have requested that this Agreement, all notices related hereto, and other related documents be drafted in English. The captions and headings of Sections and subsections contained in this Agreement are provided for the convenience of reference only and shall not be considered a part hereof for purposes of interpreting this Agreement and, the way, the meaning or intent of this Agreement or any of its terms or provisions. All contract interpretations, notices and dispute resolutions shall be in English. Any amendment to this Agreement shall be in English. This Agreement may be executed in counterparts by electronic transmission, including via PDF.
Any questions or comments relating to your use of the platform and API may directed to us at Support@teknoir.ai
IMPORTANT: THE TEKNOIR.AI PLATFORM TERMS AND CONDITIONS OF USE (AVAILABLE AT WWW.TEKNOIR.AI/TERMS) (“PLATFORM T&CS”) ARE FULLY INCORPORATED HEREIN BY REFERENCE ALONG WITH THESE PRODUCT TERMS AND CONDITIONS (“PRODUCT T&CS”) INTO ANY TEKNOIR ORDER FORM OR AGREEMENT THAT REFERENCES IT, AND FORMS PART OF THE BINDING AGREEMENT BETWEEN TEKNOIR AND CUSTOMER (HEREINAFTER “CUSTOMER”, “YOU” OR “YOUR”). TO THE EXTENT THERE IS ANY CONFLICT BETWEEN THE PLATFORM T&CS AND PRODUCT T&CS, THE PLATFORM T&CS SHALL PREVAIL.
TEKNOIR PROVIDES THE PRODUCTS SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THE PLATFORM T&CS, THESE PRODUCT T&CS, AND ON THE CONDITION THAT THE CUSTOMER ACCEPTS AND COMPLIES WITH THEM. THE CUSTOMER AGREES TO BE BOUND BY THE FOREGOING TERMS AND CONDITIONS BY EXECUTING AN ORDER FORM OR OTHER AGREEMENT THAT REFERENCES THIS AGREEMENT. THE INDIVIDUAL ACTING ON BEHALF OF A CUSTOMER COMPANY OR OTHER LEGAL ENTITY REPRESENTS AND WARRANTS THAT THEY HAVE THE RIGHT, POWER, AND AUTHORITY TO AGREE ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF THE CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS, THE TEKNOIR WILL NOT AND DOES NOT LICENSE THE PRODUCT OR SOFTWARE TO THE CUSTOMER, AND YOU MUST NOT DOWNLOAD OR INSTALL THE SOFTWARE OR DOCUMENTATION.
Version: Teknoir Product Terms and Conditions, last updated on 11/13/2020.
1. DEFINITIONS.
“Acceptable Use Policy” means Teknoir’s Acceptable Use Policy, as in effect from time to time, and located at https://teknoir.ai/acceptable-use-policy
“Affiliate” means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
“Agreement” means these Product T&Cs and fully included by reference the Platform T&Cs, and any Order Form and/or Statement of Work, schedule, attachment, or appendix incorporated by or included with any Order Form. In the event of a conflict, the terms of this Agreement shall be determined by giving preference in descending order of control to (1) the Platform T&Cs; (2) the Product T&Cs; (3) the Order Form; and (4) any Statement of Work, schedule, attachment, or appendix thereto.
“Confidential Information” has the meaning set forth in Section 6.1.
“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement by executing/entering an Order Form, and/or Statement of Work or other agreement that references this Agreement.
“Customer Content” means information, data, and other content, in any form or medium, that is processed, transmitted, or stored, directly or indirectly, from Customer or a Designated User by or through the Product.
“Designated Users” means solely those individuals authorized to use the Product pursuant to the license granted under the Platform T&Cs.
“Documentation” means user manuals, technical manuals, and any other materials provided by Teknoir, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software.
“Edge Device(s)” means a lightweight, disposable IoT device with ‘AI on a chip’ capable of ingestion, real time control, app orchestration, and/or mesh communication to other IoT devices and designed to operate at the “far edge.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Law” and “Laws” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
“License” has the meaning set forth in Section 2.
“Maintenance Release” means any update, upgrade, release, or other adaptation or modification of the Product, including any updated Documentation, that Teknoir may provide to Customer from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Product, but does not include any New Version.
“New Version” means any new version of the Product that Teknoir may from time to time introduce and market generally as a distinct licensed product (as may be indicated by Teknoir’ designation of a new version number), and which Teknoir may make available to Customer at an additional cost under a separate written agreement.
“Open Source Components” means any software component that is subject to any open source license agreement, including any software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative.
“Open Source License” has the meaning set forth in Section 2.3.
“Order Form” means an ordering document or online order specifying the Products to be provided hereunder that is entered into between Customer and Teknoir or any of their Affiliates, including any schedules and/or addenda thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Party” or “Parties” means Teknoir and Customer, individually or collectively.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
“Product” means the Edge Device(s) that are ordered by Customer under an Order Form or online purchasing portal, or provided to Customer free of charge (as applicable) or under a free trial, and made available online by Teknoir.
“Professional Services Terms and Conditions” means Teknoir’s Professional Services Terms and Conditions, referenced in the Order Form, Statement of Work, or similar agreement between Teknoir and Customer, as in effect from time to time and located at https://docs.teknoir.com.
“Services” means certain services provided by Teknoir as specified in an Order Form, subject to the Professional Services Terms and Conditions.
“Service Level Terms” means Teknoir’s Service Level Terms, as in effect from time to time and located at https://docs.Teknoir.com.
“Teknoir” means Teknoir LLC, a Delaware limited liability company, with offices at 720 N. Post Oak Rd., Suite 500, Houston, Texas, USA 77024.
“Taxes” means any taxes, levies, duties or similar governmental assessments.
“Term” and “License Term” have the meanings set forth in Section 10.
“Warranty Period” has the meaning set forth in Section 7.2.
2. LICENSE AND RESTRICTIONS.
2.1 License Grant. Subject to and conditioned upon Customer’s acceptance and strict compliance with all applicable terms and conditions referenced and incorporated into this Agreement, Teknoir hereby grants to Customer the License Grant concurrent with Section 3 of the Platform T&Cs.
2.2 Open Source Licenses. The Product includes Open Source Components, the details of which are available at https://docs.Teknoir.com (each, an “Open Source License”). Any use of the Open Source Components by Customer is governed by, and subject to, the terms and conditions of the Open Source License(s).
2.3 Acceptable Use. Customer agrees that its use of the Product will comply with Teknoir’s Acceptable Use Policy.
3. MAINTENANCE RELEASES AND SUBCONTRACTING.
3.1 Maintenance Releases. During the Term, Teknoir will provide Customer with all Maintenance Releases to the Product(s) (including updated Documentation) that Teknoir may, in its sole discretion, make generally available to its customers at no additional charge. All Maintenance Releases provided by Teknoir to Customer are deemed Products. Customer will install all Maintenance Releases as soon as practicable after receipt. Customer does not have any right hereunder to receive any New Versions of the Product that Teknoir may, in its sole discretion, release from time to time.
3.2 Right to Subcontract. Teknoir maintains the right to subcontract with approved Teknoir vendors to provide the Product and any maintenance or warranty services. Such vendors will abide by the confidentiality and security provisions in this Agreement.
4. FEES AND PAYMENTS.
4.1 Invoicing and Payment. Customer is responsible for providing complete and accurate billing and contact information to Teknoir and notifying Teknoir of any changes to such information. Unless otherwise provided in the Order Form, (a) invoiced fees are due net 30 days from the invoice date, (b) prior to any payment due date, Customer shall notify Teknoir and provide details of any disputed fees, and (c) Customer shall pay undisputed fee amounts when due.
4.3 Taxes. Teknoir’ fees may include Taxes. Customer is responsible for paying all Taxes assessed in connection with its acquisition or use of the Product. If Teknoir is obligated to collect or remit taxes for which Customer is responsible, Teknoir will invoice Customer and Customer will pay that amount or provide a valid tax exempt certificate issued by the appropriate taxing authority. Teknoir is solely responsible for taxes assessable against it based on its income, property, or employees.
4.4 Overdue Charges; Defaults. If Customer fails to pay an amount due to Teknoir by its due date, then without limiting Teknoir’ rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. In addition, Teknoir may give notice to Customer of its failure to pay fees or comply with any other obligation required of Customer, and if Customer does not cure the failure within 15 days after notice by Teknoir, then Teknoir may, in addition or in the alternative to exercising any other right or remedy available under this Agreement or by law, (1) accelerate any unpaid fee amounts owed by Customer so that all become immediately due and payable, and (2) terminate Customer’s license to use or access the Product and/or Platform. Teknoir will not exercise its rights under this Section 4.4 for any fee amounts which Customer is reasonably disputing and cooperating diligently and in good faith to resolve the dispute; if the dispute is not resolved within thirty (30) days, Customer shall pay any disputed amount.
5. INTELLECTUAL PROPERTY RIGHTS.
5.1 Intellectual Property Ownership. Customer acknowledges and agrees that the Product is licensed, not sold. Customer does not have any ownership interest in the Product in connection with this Agreement, or in any related Intellectual Property Rights. Teknoir or its licensors and supplier(s), as applicable, is the sole and exclusive owner of all right, title, and interest in and to the Product, including all Intellectual Property Rights relating thereto, subject only to the rights of third parties in Open Source Components.
5.2 Except for the limited license expressly granted to Customer under this Agreement, all rights are reserved by and to Teknoir.
6. CONFIDENTIAL INFORMATION.
See Section 7 of the Platform T&Cs.
7. REPRESENTATIONS AND LIMITED WARRANTY.
7.1 Mutual Representations and Warranties. Each Party represents, warrants and covenants to the other Party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses and authorizations it grants and is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and (d) when executed and delivered by both Parties, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
7.2 Limited Warranty. Subject to the limitations and conditions set forth in Section 7.3 and Section 7.4, Teknoir warrants to Customer that during the twelve (12) months from deliver to Customer of a purchased Product (the “Warranty Period”): (a) the Product will substantially conform in all material respects to the Documentation, when installed, operated and used as recommended in the Documentation and in accordance with this Agreement; (b) no Maintenance Release, when correctly installed by Customer in accordance with the Documentation and this Agreement, will have a material adverse effect on the functionality of the Product; and (c) the Product as delivered does not infringe any valid copyright or trade secret right, nor so far as Teknoir knows, any patent right or other intellectual-property right, of any third party.
7.3 Customer Requirements. The limited warranties set forth in Section 7.2 apply only if Customer: (a) notifies Teknoir in writing of the warranty breach before the expiration of the Warranty Period; (b) has promptly installed all Maintenance Releases to the Product that Teknoir previously made available to Customer; and (c) as of the date of notification, is in compliance with all terms and conditions of this Agreement (including the payment of all fees then due and owing).
7.4 Exceptions. Notwithstanding any provisions to the contrary in this Agreement, the limited warranty set forth in Section
7.2 does not apply to problems arising out of or relating to: (a) the Product or the Platform, that is modified or damaged by Customer or its representatives; (b) any operation or use of, or other activity relating to, the Product other than as specified in the Documentation, including any incorporation in the Product of, or combination, operation or use of the Product in or with, any technology (including any software, hardware, firmware, system or network) or service not specified for Customer’s use in the Documentation; (c) Customer’s or any third party’s negligence, abuse, misapplication or misuse of the Product, including any use of the Product other than as specified in the Documentation; (d) Customer’s failure to promptly install all Maintenance Releases that Teknoir has previously made available to Customer; (e) the operation of, or access to, Customer’s or a third party’s system or network; (f) any Open Source Components, beta software, software that Teknoir makes available for testing or demonstration purposes, temporary software modules or software for which Teknoir does not receive a license fee; (g) Customer’s breach of any material provision of this Agreement; or (h) any other circumstances or causes outside of the reasonable control of Teknoir (including abnormal physical or electrical stress).
7.5 Remedial Efforts. If Teknoir breaches, or is alleged to have breached, any of the warranties set forth in Section 7.2, Teknoir may, at its sole option and expense, take any of the following steps to remedy such breach: (a) replace any damaged or defective Product; (b) amend, supplement or replace any incomplete or inaccurate Documentation; (c) repair the Product; (d) replace the Product with a functionally equivalent product (which product will, on its replacement of the product, constitute the Product hereunder); and/or (e) refund the fee(s) paid for the failed Product Teknoir, and Customer’s license under this Agreement will be terminated. Customer’s exclusive remedy for any breach or alleged breach of Section 7.2(c) will be to invoke the provisions of the “Infringement Indemnity” (Section 8.2) of this Agreement. The remedies set forth in this Section 7.5 are Customer’s sole and exclusive remedies and Teknoir’ sole liability under the limited warranty set forth in Section 7.2.
7.6 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 7.2, ALL PRODUCTS, DOCUMENTATION AND OTHER PRODUCTS, INFORMATION, MATERIALS AND SERVICES PROVIDED BY TEKNOIR ARE PROVIDED “AS IS.” TEKNOIR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, TEKNOIR MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCTS OR DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, OTHER PRODUCTS, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.
7.7 Except for the limited warranty and exclusive remedies provided in section 7.2, Customer agrees that Teknoir makes no representation or warranty as to the Product.
8. INDEMNIFICATION.
8.1 Any supplemental third-party software that Customer uses in conjunction with the Product, whether provided by Teknoir or otherwise, may only be so used so long as Customer’s use of the supplemental software complies with applicable third-party software licensing terms and conditions, if any.
8.2 Infringement Indemnity. If a third party (other than Customer’s Affiliate) makes a claim that, if successful, would constitute a breach of the non-infringement warranty of Section 7.2(c), then Teknoir will defend Customer against the claim, at Teknoir’ expense, and indemnify Customer against any resulting monetary awards by the court, subject to the conditions and limitations stated in this Section 8.
8.3 For Customer to be entitled to defense and indemnity under Section 8.2, Customer must: (a) promptly notify Teknoir in writing of the third-party claim; (b) not make any non-factual admissions in respect of the claim without Teknoir’ prior written consent; (c) give Teknoir sole control of the defense; (d) not settle the claim without Teknoir’ consent; and (e) assist Teknoir in the defense at Teknoir’s request and expense.
8.4 Teknoir’s maximum aggregate liability for defense and indemnity under Section 8.2 will be the aggregate amount of the applicable fees paid by Customer for the Product and related license fees for the Platform during the preceding twelve (12) months prior to the date of the claim for defense an indemnity pursuant to this Agreement.
8.5 At Customer’s option, Customer may engage separate counsel, at Customer’s own non-reimbursable expense, to monitor the defense; if Customer advises Teknoir that Customer has done so, Teknoir will instruct Teknoir’s counsel to provide all reasonable cooperation with Customer’s counsel for that purpose.
8.6 If Teknoir determines that defense (or continued defense) of the claim is not practical and that Customer must cease using one or more aspect of the Product , then Teknoir will, at Teknoir’s option and expense: (a) replace or modify the relevant aspect(s) of the Product to make it non-infringing while still performing the same or substantially the same functions; (b) procure the right for Customer to continue using the relevant aspects of the Product; or (c) advise Customer to stop using the relevant aspect(s) of the Product and Teknoir will refund the fee that Customer paid for the Product.
8.7 Teknoir will not be responsible for any infringing use that Customer may make of the Product after Teknoir advises Customer to stop using the Product under Section 8.6(c).
8.8 Teknoir’s obligations under this Infringement Indemnity section are Customer’s exclusive remedy for any alleged or actual infringement by the Product or Customer’s use of any aspect of the Product. Teknoir may seek indemnity from manufacturers of all or part of the component parts of the Product.
8.9 One or more components of the Product may include Open Source Components or third-party software code that is licensed, or sublicensed, to the user under the GNU General Public License (GPL) or other similar software licenses, which may provide for certain rights to Customer relating specifically to such code. Teknoir’s indemnity obligations under Section 8 do not apply to the extent that the alleged infringement arises from Open Source Components or other third party materials identified in this Section 8.9.
9. LIMITATIONS OF LIABILITY.
9.1 Limitation of Remedies. Each remedy limitation in this Section 9 is to be enforced to the maximum extent permitted by law, independently of any other applicable remedy limitation, even if any particular remedy is held to have failed of its essential purpose, and also independently of the warranty-disclaimer provisions of this Agreement. Customer acknowledges that otherwise Teknoir would not have sold the Product on the economic terms associated with such sale.
9.2 To the greatest extent permitted by law, except as set out below, neither Teknoir nor its subsidiaries, parent company, or Affiliates, nor the employees, officers, directors, shareholders, or members of any of them, if any, will be liable to Customer or any person claiming through Customer, in contract, tort, strict liability, or otherwise, for any indirect, consequential, incidental, special, punitive, exemplary, or similar damages, arising from or relating to any alleged or actual breach of this Agreement or from the use of, the results of the use of, or the inability to use the Product, including, as examples but not limitations, lost profits or other economic loss, loss of privacy, loss of confidential information, arising from the use of, the results of the use of, or the inability to use the Product.
9.3 Other than Teknoir’ obligation, where applicable, to defend and indemnify Customer against third-party infringement claims in Section 8.2, to the greatest extent not prohibited by law, the maximum aggregate liability of Teknoir to Customer, or to any person claiming rights through Customer, in respect of any and all claims arising from or related to this Agreement, in contract, tort, or otherwise, will be the aggregate amount of fees paid by Customer for the Product and related license fees for the Platform during the preceding twelve (12) months prior to the date of the claim for defense an indemnity pursuant to this Agreement.
10. AUDITS.
10.1 Audit Procedure. Teknoir or its nominee (including its accountants and auditors) may, in Teknoir’s sole discretion and upon written request with at least 10 days’ notice, inspect and audit Customer’s installation and use of the Product under this Agreement at any time during the Term and for one (1) year following the termination or expiration of this Agreement. All audits will be conducted during regular business hours, no more frequently than once in any twelve (12) month period, and in a manner that does not unreasonably interfere with Customer’s business operations. Customer shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of Teknoir with respect to such audit.
10.2 Cost and Results of Audit. If the audit determines that Customer’s use of the Product breaches this Agreement, Customer shall pay to Teknoir as liquidated damages and not as a penalty, the sum of $5,000.00 plus all reasonable costs incurred by Teknoir in conducting the audit. Customer shall make all payments required under this Section 11.2 within thirty (30) days of the date of written notification of the audit results.
11. MISCELLANEOUS
11.1 Governing Law / Forum. This Agreement is to be governed by and construed under the laws of the State of Texas, USA, without reference to conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. Any disagreement or dispute arising out of or relating to this Agreement, or the breach thereof, which the parties are unable to resolve after good faith negotiations, shall be submitted first to the upper management level of the parties. The parties, through their upper management level representatives, shall meet within 30 days of the dispute being referred to them, and if the parties are unable to resolve such disagreement or dispute within 30 days of meeting, except to the extent specifically prohibited by applicable law in your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration to be conducted in Houston, Texas, USA in accordance with the Commercial Rules of the American Arbitration Association (“Rules”) and shall be heard by one arbitrator appointed in accordance with the Rules and to be mutually agreed to by the parties. If the parties fail to mutually agree upon an arbitrator within 30 days of submitting the dispute to arbitration, the American Arbitration Association shall appoint the arbitrator. The loser shall bear the costs and attorneys’ fees associated with the arbitration proceedings. No dispute between the parties or involving any person, but you may be joined or combined together without the prior written consent of Teknoir. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, any breach of this Agreement could cause Teknoir irreparable harm, and you agree that Teknoir has the right to institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a court of law for claims or disputes regarding your violation or threatened violation of this Agreement. You irrevocably waive any objection on the grounds of venue, forum non-conveniens, or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent to the jurisdiction of the courts located in Houston, Texas, USA for any such claims arising from or related to this Agreement. The parties specifically agree that, in the event that there is a dispute under this Agreement, no such dispute shall be resolved by jury trial. THE PARTIES HERETO WAIVE ALL RIGHTS TO A JURY TRIAL FOR ANY DISPUTES ARISING UNDER THIS AGREEMENT, INCLUDING DISPUTES AS TO WHETHER ATTORNEY’S FEES OR OTHER DAMAGES ARE DUE HEREUNDER. Unless, and only to the extent prohibited by law in your jurisdiction, any and all disagreements, disputes, mediation, arbitration, or litigation relating to this Agreement shall be conducted in the English language, including without limitation any correspondence, discovery, submissions, filings, pleadings, oral pleadings and arguments, and orders or judgments. You agree to pay any costs incurred by Teknoir in enforcing any provision of this Agreement in the event of the initiation of any legal action or proceedings for such purpose, including but not limited to all court costs and reasonable attorneys’ fees, which costs shall bear interest at the rate of 1½% per month from the date of judgment.
11.2 Export Controls. Customer agrees that it will not transfer any aspect of the Product, nor any related software or Documentation provided by Teknoir, except in compliance with U.S. export control regulations or other applicable export laws. (NOTE: transfer or disclosure to a non-U.S. citizen may constitute an ‘export’ even if occurring within the U.S.) For example, Customer will not export or re-export to any person on a government-promulgated export restriction list or to any U.S.-embargoed countries. Customer represents and warrants that: (a) Customer is not listed in any export restriction list; (b) Customer is not a citizen or resident of any U.S.-embargoed country; and (c) Customer has not had its export privileges suspended, revoked, or denied by a governmental authority having jurisdiction. If Teknoir so requests, Customer will sign written assurances and other export-related documents as may be required to comply with applicable export laws.
11.3 U.S. Government. The Product and Documentation are or may contain “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of the Product and accompanying Documentation by the United States Government are to be governed solely by the terms of this Agreement and are prohibited except to the extent expressly permitted by the terms of this Agreement. The Manufacturer / Contractor is Teknoir LLC, 7324 Southwest Fwy, Ste 1900, Houston, TX 77074.
11.4 Savings Clause. If any provision of this Agreement is held to be invalid, void, unenforceable, or otherwise defective by a court or other tribunal of competent jurisdiction, then (a) all other provisions will remain enforceable, and (b) such provision will be deemed modified to the minimum extent necessary to cure the defect.
11.5 Exclusive Agreement / Amendments. (a) This Agreement is the Parties’ final, complete, exclusive, and binding statement of the Product T&Cs concerning its subject matter. (b) Each Party represents and warrants that it is sophisticated in the subject matter hereof and that, in entering into this Agreement, the Party is not relying on any promises, warranties, or representations by the other Party that are not stated in (or expressly incorporated by reference into) this Agreement. (c) This Agreement may be amended only by a writing that states and is signed by the parties; each party agrees not to assert otherwise in any forum. (d) If Customer provides Teknoir (or previously provided Teknoir) with a purchase order or similar document, any terms, conditions, or provisions appearing therein (other than as to the identification of the Product and optionally of any maintenance or any training or consulting services being purchased) will be given effect if and only if the purchase order meets the amendment requirements of this Section 12.5. No vendor, distributor, reseller, dealer, retailer, or other person (other than an authorized officer of Teknoir) is authorized to modify this Agreement nor to make any warranty, representation, or promise that is different than, or in addition to, the representations and promises of this Agreement.
11.6 Product Modifications. Teknoir reserves the right to modify the Product, offer new service plans, discontinue existing ones, and modify its pricing. Teknoir will not discontinue the Customer’s access to a Limited Warranty during the Customer’s then-current Warranty Period; however, Teknoir may elect, in its sole discretion, to offer to upgrade the Customer to a higher-level Product for the remainder of the Warranty Period.
11.7 Assignment. Customer may assign this Agreement only (a) with Teknoir’s prior written consent, or (b) without Teknoir’s prior consent and upon notice to a wholly owned subsidiary, or in connection with any merger, acquisition, or reorganization involving Customer, subject to the following conditions: (i) Customer, or Customer’s successor, continuing in the same type of business that Customer was conducting at the time of this Agreement’s execution, and (ii) Customer or Customer’s successor providing to Teknoir written ratification and assumption of this Agreement (in a form reasonably satisfactory to Teknoir) concurrent with the assignment. Any other attempted or actual assignment by Customer will be void. Customer’s attempt to assign this Agreement, unless otherwise expressly permitted or agreed to in writing by Teknoir, shall constitute a material breach of this Agreement, and Teknoir may elect to immediately terminate its obligations under this Agreement and cancel any associated Platform license. Any assignee of this Agreement is to be deemed to have assumed the assigning party’s obligations under and to have undertaken to be bound by the terms and conditions of this Agreement. The assignment will not relieve the assigning party of liability for any pre-assignment breach of this Agreement. Teknoir may assign this Agreement, Order Form, Scope of Work, or other agreement, at any time, including but not limited to, as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets or business to which this Agreement relates. Any change of control or acquisition event that occurs for Teknoir will not affect the terms of this Agreement, including the fees paid or to be paid by Customer.
11.8 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have the authority to contract for or bind the other Party in any manner whatsoever.
11.9 Force Majeure. Neither Party will be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane, or other natural disasters), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, government-mandated shutdown due to pandemics, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telecommunications service (for example, Internet failures).
11.10 Language. By express agreement of the Parties, this Agreement is written in and shall be interpreted for all purposes in accordance with the English language as used in the United States of America.
11.12 Notices. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communication under this Agreement have legal effect only if in writing and addressed to a Party at the address designated herein (or to such other address or such other person that such addressee Party may designate from time to time in accordance with this Section 12.12). Notices to Customer shall be delivered as set forth in any applicable Order Form. Notices shall be delivered to Teknoir as set forth in Section 1. Notices sent in accordance with this Section 12.11 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; and (c) on the fifth (5th) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
11.13 Privacy. Customer agrees that Teknoir may collect, store, use, compile, modify, translate, and/or disclose information that Customer processes, transmits, or stores using the Product as stated in the applicable version of Teknoir’s Privacy Statement (currently available at or as required by law, for the purpose of developing, servicing or maintaining the Product and to monitor the use of the Product.
11.14 Waivers. Except as expressly provided otherwise herein, waivers concerning this Agreement must be in express, signed writings. Each party agrees not to assert a waiver that does not comply with the previous sentence.
11.15 Interpretation. For purposes of this Agreement: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices [attached] to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other documents as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
11.16 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
IMPORTANT: THESE SERVICES TERMS AND CONDITIONS ARE INCORPORATED INTO ANY TEKNOIR ORDER FORM OR AGREEMENT THAT REFERENCES IT, AND FORMS PART OF THE BINDING AGREEMENT BETWEEN TEKNOIR AND CUSTOMER.
TEKNOIR PROVIDES THE PRODUCT, PLATFORM AND SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THE TEKNOIR TERMS AND CONDITIONS APPLICABLE TO THEM, ON THESE TERMS AND CONDITIONS AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. CUSTOMER AGREES TO BE BOUND BY SUCH TERMS BY EXECUTING AN ORDER FORM OR OTHER AGREEMENT THAT REFERENCES THEM. THE INDIVIDUAL ACTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY REPRESENTS AND WARRANTS THAT THEY HAVE THE RIGHT, POWER, AND AUTHORITY TO AGREE ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF THE CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS, THE TEKNOIR WILL NOT AND DOES NOT LICENSE THE PRODUCT OR PLATFORM TO THE CUSTOMER, AND THE CUSTOMER MUST NOT DOWNLOAD OR INSTALL THE PLATFORM OR DOCUMENTATION.
Version: Teknoir Services Terms and Conditions, last updated on 12/14/2020.
1. DEFINITIONS.
“Affiliate” means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
“Agreement” means these Services Terms and Conditions, as modified by any Order Form(s), any attachments and/or appendix(ices) to an Order Form, and/or Statement of Work or other agreement that references this Agreement.
“Confidential Information” has the meaning set forth in Section 7.1.
“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement by executing/entering an Order Form, and/or Statement of Work or other agreement that references this Agreement.
“Customer Delay” has the meaning set forth in Section 4.1.
“Deliverable” (singular) and “Deliverables” (plural) have the meaning set forth in Section 2.1.
“Law” and “Laws” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
“Mark” or “Marks” have the meaning set forth in Section 6.2
“Party” or “Parties” means Teknoir and Customer, individually or collectively.
“Order Form” means an ordering document or online order specifying the Products to be provided hereunder that is entered into between Customer and Teknoir or any of their Affiliates, including any schedules and/or addenda thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
“Product” means the Product and Services that are ordered by Customer under an Order Form or online purchasing portal, or provided to Customer free of charge (as applicable) or under a free trial, and made available online by Teknoir.
“Services” means certain services provided by Teknoir as defined in Section 2.1.
“Software” has the meaning set forth in the Software License Terms and Conditions available at https://docs.Teknoir.com.
“Statement of Work” or “SOW” has the meaning set forth in Section 2.1.
“Teknoir” means Teknoir LLC, a Delaware limited liability company, including any successors or assigns, 720 North Post Oak Blvd., Suite 500, Houston, TX 77024.
“Teknoir’ Intellectual Property” means Teknoir’s preexisting proprietary information and methodologies for delivery of the Services set forth herein, document templates or project tools used by Teknoir to deliver the Services, the Platform, and materials in the Work Product owned by Teknoir
“Taxes” means any taxes, levies, duties, or similar governmental assessments.
“Term” means the term of any Services as set forth in an Order Form, unless earlier terminated.
“Work Product” has the meaning set forth in Section 6.1.
2. SERVICES
2.1 Scope. Teknoir shall provide services to Customer pursuant to an Order Form, which may include a written schedule, statement of work, project proposal, or other project order document, which is incorporated herein by reference, for ordering Services, which document shall specify the Services, applicable fees, scope of work, and/or appropriate project timelines, as well as any terms and conditions which differ from or add to the general provisions of this Agreement (each a “Statement of Work” or “SOW”), as mutually agreed upon from time to time by the Parties pursuant to an Order Form, or amendment thereto (services described in each SOW are collectively referred to as the “Services”). Each SOW shall specify the Services to be provided, including, but not limited to, all deliverables (“Deliverables”), and other particulars that shall govern the Services rendered under each SOW. Teknoir maintains the right to subcontract with approved Teknoir vendors to provide the Services. Such vendors will abide by the confidentiality and security provisions in this Agreement.
2.2 SOW Authorization and Modification. The SOW is to be signed on behalf of Customer exclusively by authorized individuals of Customer. Any deviation from or modification to a SOW must be by mutual agreement, in writing, by the Parties. In the event of any conflict or inconsistency between the provisions of a SOW and the provisions of this Agreement, the provisions of the SOW will govern and control with respect to the interpretation of that SOW; provided, however, that the provisions of the SOW will be so construed as to give effect to the applicable provisions of this Agreement to the fullest extent possible.
2.3 Acceptance of Deliverables. Unless otherwise agreed to in a SOW, Customer shall have ten (10) business days following Teknoir’s delivery of any Deliverable described in a SOW to accept the Deliverable. Customer’s acceptance shall be deemed to have occurred upon the expiration of the ten business day review period. If Customer does not accept the Deliverable, Teknoir shall have a reasonable period of time (not to exceed thirty (30) business days unless otherwise agreed to by the Parties) to remedy the deficiencies or to present a plan to remedy the deficiency which is reasonably acceptable to Customer, its acceptance not to be unreasonably withheld, conditioned or delayed.
3. FEES, PAYMENT AND TAXES
3.1 Fees for Services. Customer will pay Teknoir the fees specified in each SOW. Unless otherwise specified in the applicable SOW, actual and reasonable expenses incurred by Teknoir in connection with the Services shall be charged to Customer in addition to the stated fees, so long as such expenses are consistent with the SOW or otherwise approved in writing by Customer.
3.2 Invoicing and Payment. Customer is responsible for providing complete and accurate billing and contact information to Teknoir and notifying Teknoir of any changes to such information. Unless otherwise stated in a SOW, Teknoir shall have the option to invoice Customer on a biweekly basis. Customer shall pay Teknoir upon invoice delivery for any of the Services and expenses provided or incurred hereunder. Teknoir may charge Customer interest and late fees on any overdue and unpaid portion of the Fees in an amount one and one-half percent (1.5%) per month or the highest amount allowed by law, whichever is less.
3.3 Taxes. Teknoir’ fees do not include any Taxes. Customer is responsible for paying all Taxes assessed in connection with its acquisition or use of the Product. If Teknoir is obligated to collect or remit taxes for which Customer is responsible, Teknoir will invoice Customer and Customer will pay that amount or provide a valid tax exempt certificate issued by the appropriate taxing authority. Teknoir is solely responsible for taxes assessed against it based on its income, property, or employees.
3.4 Overdue Charges; Defaults. If Customer fails to pay an amount due to Teknoir by its due date, then without limiting Teknoir’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. In addition, Teknoir may give notice to Customer of its failure to pay fees or comply with any other obligation required of Customer, and if Customer does not cure the failure within 15 days after notice by Teknoir, then Teknoir may, in addition or in the alternative to exercising any other right or remedy available under this Agreement or by law, (1) accelerate any unpaid fee amounts owed by Customer so that all become immediately due and payable, and (2) terminate Customer’s license to use or access the Product and Platform. Teknoir will not exercise its rights under this Section 3.4 for any fee amounts which Customer is reasonably disputing and cooperating diligently and in good faith to resolve the dispute; if the dispute is not resolved within thirty (30) days, Customer shall pay any disputed amount.
4. CUSTOMER OBLIGATIONS
4.1 Customer agrees to fulfill its responsibilities set forth in a SOW and to cooperate with Teknoir as reasonably necessary for Teknoir to perform the services set forth herein. If Customer fails to satisfy in a timely manner its responsibilities in any material respect (a “Customer Delay”), the due date for Teknoir’s performance under the SOW shall be extended for the amount of time caused by Customer Delay. Furthermore, if a Customer Delay causes the Deliverables to be delayed by more than thirty (30) calendar days, Teknoir may, at its option, terminate the SOW and this Agreement. Termination of such SOW shall not affect Customer’s payment obligations thereunder. Notwithstanding anything herein to the contrary, if Customer fails to respond to Teknoir’s communications regarding an alleged Customer Delay, Teknoir may, in addition to any rights it may have, and at its option, suspend all work under a SOW or terminate the SOW.
4.2 Customer represents and warrants that it has all necessary rights, title, and interest in and to all content, artwork, and designs which are provided to Teknoir hereunder.
5. TERMS AND TERMINATION
5.1 Term. The initial Term of this Agreement and any Services commences as of the Effective Date as defined in an Order Form and continues in effect for the Term specified in the Order Form (if no term is specified, then for a period of one (1) year), unless terminated earlier pursuant to any of the Agreement’s express provisions.
5.2 Termination for any Reason. Unless otherwise described in the SOW, either Party may terminate a SOW for any reason by providing written notice to the other Party at the address set forth above or via email at least thirty (30) days prior to the effective date of termination. In the event Customer terminates this Agreement pursuant to this Section 5.2, Customer shall pay Teknoir all fees incurred under Section 3.1 through the effective date of termination. Termination of a SOW only shall not have the effect of terminating this Agreement or other SOWs, if any. However, termination of this Agreement shall terminate all SOWs, if any, between the Parties.
5.3 Termination Upon Breach. In the event either Party materially breaches any provision of this Agreement or a SOW, including, but not limited to, Sections 4.1 or 4.2, and fails to remedy such breach within thirty (30) calendar days of receipt of written notice from the non-breaching Party, then the non-breaching Party may immediately terminate this Agreement and/or the applicable SOW. Notwithstanding the foregoing, Teknoir may suspend performance under a SOW due to Customer’s failure to fully pay the amount due, as set forth therein, after ten (10) calendar days prior written notice by Teknoir to Customer. Additionally, either Party may immediately terminate this Agreement and any SOW then in effect upon written notice to the other Party in the event the other Party (i) discontinues its business; (ii) files a petition for bankruptcy; (iii) becomes insolvent; or (iv) makes an assignment for the benefit of creditors. In the event of termination pursuant to this Section 5.3, Customer shall pay Teknoir all fees incurred under Section 3.1 through the effective date of termination.
5.4 Mutual Agreement to Terminate. The Parties may mutually agree in writing, at any time, to terminate this Agreement or any SOW.
5.5 In the event of any termination of this Agreement for any reason, all provisions of this Agreement whose meaning requires them to survive shall survive the expiration or termination of this Agreement, including, but not limited to, any payment obligation accrued by Customer hereunder.
6. WORK PRODUCT AND PROPRIETARY INFORMATION
6.1 Work Product. Except as set forth below, all Deliverables created for Customer by Teknoir (the “Work Product”) shall be considered “work made for hire” and shall be the sole and exclusive property of Customer. In the event any rights do not vest in Customer, the Parties agree and understand, by this Agreement, that Teknoir shall grant and assign to Customer all such rights in such Work Product. Work Product shall not include Teknoir’s Intellectual Property. Nothing herein shall be interpreted to prevent Teknoir from performing similar services for any other customer. Unless otherwise set forth in a SOW, in the event any Teknoir’s Intellectual Property is required to use the Work Product or receive benefit from the Services, Teknoir hereby grants to Customer a perpetual, nonexclusive, royalty-free, limited license to use, execute, reproduce, display, perform, and distribute copies of the Teknoir Intellectual Property specifically required to use the Work Product, solely for Customer’s internal business purposes. A breach of Customer’s limited license hereunder shall immediately terminate the license set forth in this Section 6.1. If a separate license is required for any software programs or the Platform to be installed or configured by Teknoir, it is the responsibility of the Customer to negotiate and enter into any required license agreement(s).
6.2 Use of Trademarks. The Parties agree and understand that Customer hereby grants to Teknoir a limited right to use any and all trademarks, trade names, logos, and/or service marks (“Marks”) for purposes of press releases, publicity, branding, marketing and distribution of identifying Services of Teknoir as set forth in this Agreement and for no other purpose. Teknoir acknowledges that such Marks remain the proprietary property of Customer, and Teknoir shall have no right to use any such Mark outside the scope of this Agreement.
7. CONFIDENTIALITY
See Section 7 of the Platform T&Cs.
8. LIMITATION OF LIABILITY, INDEMNIFICATION
8.1 Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUES, OR SAVINGS, OR THE LOSS OR USE OF ANY DATA OR DAMAGE TO ANY SOFTWARE, HARDWARE, OR CODE, EVEN IF THE PARTY HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSBILITY THEREOF. UNDER NO CIRCUMSTANCES SHALL TEKNOIR’ AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO TEKNOIR UNDER THE SOW FROM WHICH THE CLAIM ARISES FOR THE TWELVE MONTHS PRECEDING THE DATE OF THE CLAIM.
8.2 Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Teknoir and its Affiliates, officers, directors, employees, agents, successors, and assigns, from and against all claims, demands, liabilities, damages, and costs, including, without limitation, its reasonable attorneys’ fees and other costs of defense, arising from or relating to (a) the use of the Service and Deliverables in the conduct of its business; (b) any violation of applicable Law; or (c) any claims of infringement by Customer of the intellectual property rights of any third party.
8.3 Indemnification by Teknoir. Teknoir shall indemnify, defend, and hold harmless Customer and its Affiliates, officers, directors, employees, agents, successors, and assigns, from and against all claims, demands, liabilities, damages, and costs, including, without limitation, its reasonable attorneys’ fees and other costs of defense, arising from or relating to any claims of infringement by Teknoir of the intellectual property rights of any third party, subject to the limitations herein.
8.4 The Party seeking indemnification (i.e., the indemnitee) shall provide the other Party (i.e., the indemnifying Party) prompt written notice of any knowledge it may have of such an infringement or other indemnity claim, and the indemnitee shall reasonably cooperate in the defense and settlement of any such claim. The indemnifying Party shall have the right to control the defense, negotiation, and settlement of any such claim, and the indemnifying Party shall pay all damages and costs awarded by a court of competent jurisdiction against the Indemnitee arising out of such claim or the amount of any settlement to which the indemnifying Party may agree, subject to the limitations herein.
9. WARRANTY
9.1 Warranty. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL DELIVERABLES AND SERVICES ARE PROVIDED “AS-IS” AND TEKNOIR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING, WITHOUT LIMITATION, THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE OF, ANY SERVICE, WEBSITE, OR OTHER DELIVERABLES PROVIDED UNDER ANY SOW. TEKNOIR DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF ANY WEBSITE OR OTHER DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER AGREES AND UNDERSTANDS THAT TEKNOIR TAKES NO RESPONSIBILITY FOR ALL DATA OR FILES AFTER SUCH DATA OR FILES ARE DELIVERED TO CUSTOMER. CUSTOMER ACKNOWLEDGES THAT IT IS A SOPHISTICATED PARTY TO THIS AGREEMENT AND RECOGNIZES AND AGREES THAT THIS PROVISION IS AN IMPORTANT FACTOR IN TEKNOIR’S WILLINGNESS TO PERFORM SERVICES HEREUNDER.THIS CONCLUDES THE TEKNOIR PRODUCT T&CS.
10. ADDITIONAL TERMS
10.1 Capacity. Each Party represents, warrants and covenants to the other Party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, and authorizations it grants and is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and (d) when executed and delivered by both Parties, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
10.2 Relationship between the Parties. The Parties are acting hereunder as independent contractors. Teknoir shall not be considered or deemed to be an agent, employee, joint venture, or partner of Customer. Teknoir’s personnel shall not be considered employees of Customer, shall not be entitled to any benefits that Customer grants its employees, and have no authority to act or purport to act on Customer’s behalf. Neither Customer nor Teknoir has the right, and shall not seek, to exercise any control over the other Party. Each Party shall be solely responsible for hiring, firing, promoting, demoting, rates of pay, paying taxes, benefits, and other terms and conditions in regard to its own personnel.
10.3 Exclusive Agreement / Amendments. (a) This Agreement is the Parties’ final, complete, exclusive, and binding statement of the terms and conditions of their agreement concerning its subject matter. (b) Each Party represents and warrants that it is sophisticated in the subject matter hereof and that, in entering into this Agreement, the Party is not relying on any promises, warranties, or representations by the other Party that are not stated in (or expressly incorporated by reference into) this Agreement. (c) This Agreement may be amended only by a writing that states and is signed by the parties; each party agrees not to assert otherwise in any forum. (d) If Customer provides Teknoir (or previously provided Teknoir) with a purchase order or similar document, any terms, conditions, or provisions appearing therein (other than as to identification of the Software and of the number and types of licenses, and optionally of any maintenance or any training or consulting services being purchased) will be given effect if and only if the purchase order meets the amendment requirements of this Section 10.3. No vendor, distributor, reseller, dealer, retailer, or other person (other than an authorized officer of Teknoir) is authorized to modify this Agreement nor to make any warranty, representation or promise that is different than, or in addition to, the representations and promises of this Agreement.
10.4 Non-solicitation. Teknoir and Customer agree that during the Term of this Agreement and any SOW, and for a period of twenty-four (24) months thereafter, neither shall solicit for employment or retention as an independent contractor any employee or former employee of the other who provided any Services pursuant to this Agreement. Solicitation under this Section 10.4 shall not be deemed to include advertising in newspapers or trade publications available to the public. Upon any breach of this Non-Solicitation provision, the breaching party shall pay the non-breaching party the equivalent of twelve (12) month’s salary of the employee hired or solicited as liquidated damages, plus any other costs, expenses, or damages recoverable under this Agreement and applicable law.
10.5 Assignment. Customer may not assign or transfer this Agreement or any of its obligations hereunder without prior written consent of Teknoir. Subject to the foregoing, this Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and permitted assigns. Any assignment or assumption without Teknoir’s prior written consent shall be null and void. Teknoir may assign this Agreement, Order Form, Scope of Work, or other agreement, at any time, including but not limited to, as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets or business to which this Agreement relates.
10.6 1 Governing Law / Forum. This Agreement is to be governed by and construed under the laws of the State of Texas, USA, without reference to conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. Any disagreement or dispute arising out of or relating to this Agreement, or the breach thereof, which the parties are unable to resolve after good faith negotiations, shall be submitted first to the upper management level of the parties. The parties, through their upper management level representatives, shall meet within 30 days of the dispute being referred to them, and if the parties are unable to resolve such disagreement or dispute within 30 days of meeting, except to the extent specifically prohibited by applicable law in your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration to be conducted in Houston, Texas, USA in accordance with the Commercial Rules of the American Arbitration Association (“Rules”) and shall be heard by one arbitrator appointed in accordance with the Rules and to be mutually agreed to by the parties. If the parties fail to mutually agree upon an arbitrator within 30 days of submitting the dispute to arbitration, the American Arbitration Association shall appoint the arbitrator. The loser shall bear the costs and attorneys’ fees associated with the arbitration proceedings. No dispute between the parties or involving any person, but you may be joined or combined together without the prior written consent of Teknoir. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, any breach of this Agreement could cause Teknoir irreparable harm, and you agree that Teknoir has the right to institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a court of law for claims or disputes regarding your violation or threatened violation of this Agreement. You irrevocably waive any objection on the grounds of venue, forum non-conveniens, or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent to the jurisdiction of the courts located in Houston, Texas, USA for any such claims arising from or related to this Agreement. The parties specifically agree that, in the event that there is a dispute under this Agreement, no such dispute shall be resolved by jury trial. THE PARTIES HERETO WAIVE ALL RIGHTS TO A JURY TRIAL FOR ANY DISPUTES ARISING UNDER THIS AGREEMENT, INCLUDING DISPUTES AS TO WHETHER ATTORNEY’S FEES OR OTHER DAMAGES ARE DUE HEREUNDER. Unless, and only to the extent prohibited by law in your jurisdiction, any and all disagreements, disputes, mediation, arbitration, or litigation relating to this Agreement shall be conducted in the English language, including without limitation any correspondence, discovery, submissions, filings, pleadings, oral pleadings and arguments, and orders or judgments. You agree to pay any costs incurred by Teknoir in enforcing any provision of this Agreement in the event of the initiation of any legal action or proceedings for such purpose, including but not limited to all court costs and reasonable attorneys’ fees, which costs shall bear interest at the rate of 1½% per month from the date of judgment.
10.7 Savings Clause. If any provision of this Agreement is held to be invalid, void, unenforceable, or otherwise defective by a court or other tribunal of competent jurisdiction, then (a) all other provisions will remain enforceable, and (b) such provision will be deemed modified to the minimum extent necessary to cure the defect.
10.8 Survival of Terms. Any terms of this Agreement, which by their nature are intended to extend beyond this Agreement’s expiration or termination, shall remain in effect until fulfilled and shall apply to respective successors and assignees.
10.9 Force Majeure. Neither Party will be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telecommunications service (for example, Internet failures).
10.10 Early Neutral Evaluation (Non-Binding). In any dispute, at either Party’s request, the Parties will jointly consult an experienced, knowledgeable, neutral individual, informally and in confidence, for non-binding advice as to what would constitute a responsible resolution of the dispute. Any procedural disagreement concerning the consultation will be resolved by reference to the Early Neutral Evaluation Procedures of the American Arbitration Association (AAA) then in effect, to the extent not inconsistent with this Agreement.
10.11 Language. By express agreement of the Parties, this Agreement is written in and shall be interpreted for all purposes in accordance with the English language as used in the United States of America.
10.12 Notices. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communication under this Agreement have legal effect only if in writing and addressed to a Party at the address designated herein (or to such other address or such other person that such addressee Party may designate from time to time in accordance with this Section 10.12). Notices to Customer shall be delivered as set forth in any applicable Order Form. Notices shall be delivered to Teknoir as set forth in Section 1. Notices sent in accordance with this Section 10.12 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; and (c) on the fifth (5th) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
10.13 Privacy. Customer agrees that Teknoir may collect, store, use, compile, modify, translate, and/or disclose information that Customer processes, transmits, or stores using the Product as stated in the applicable version of Teknoir’s Privacy Statement (currently available at https://teknoir.ai/privacy/ or as required by law, for the purpose of developing, servicing or maintaining the Product and to monitor the use of the Product.
10.14 Waivers. Except as expressly provided otherwise herein, waivers concerning this Agreement must be in express, signed writings. Each party agrees not to assert a waiver that does not comply with the previous sentence.
10.15 Interpretation. For purposes of this Agreement: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices [attached] to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other documents as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
10.16 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
IMPORTANT: THE SERVICE LEVEL TERMS ARE INCORPORATED INTO ANY TEKNOIR ORDER FORM OR AGREEMENT THAT REFERENCES IT AND FORM PART OF THE BINDING AGREEMENT BETWEEN TEKNOIR AND THE CUSTOMER.
TEKNOIR PROVIDES THE PRODUCT, PLATFORM, AND SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THE TEKNOIR TERMS AND CONDITIONS APPLICABLE TO THEM, ON THESE TERMS AND CONDITIONS, AND ON THE CONDITION THAT THE CUSTOMER ACCEPTS AND COMPLIES WITH THEM. THE CUSTOMER AGREES TO BE BOUND BY SUCH TERMS BY EXECUTING AN ORDER FORM OR OTHER AGREEMENT THAT REFERENCES THEM. THE INDIVIDUAL ACTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY REPRESENTS AND WARRANTS THAT THEY HAVE THE RIGHT, POWER, AND AUTHORITY TO AGREE ON BEHALF OF THE CUSTOMER AND BIND THE CUSTOMER TO ITS TERMS. IF THE CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS, THE TEKNOIR WILL NOT AND DOES NOT LICENSE THE PRODUCT OR PLATFORM TO THE CUSTOMER, AND THE CUSTOMER MUST NOT DOWNLOAD OR INSTALL THE PLATFORM OR DOCUMENTATION.
Version: Service Level Terms, last updated on 12/14/2020.
1.1 Except as otherwise provided in this Agreement, during the License Term, Teknoir will provide Customer with support for the licensed Platform in accordance with levels specified herein.
1.2 During the License Term, Teknoir will not reduce support below the following level:
(a) Product updates for relevant items of the Platform as released by Teknoir in its sole discretion;
(b) Teknoir will provide application support for the Platform as defined below, so long as the Customer appoints an application support point of contact. Teknoir shall have no obligation to communicate with anyone regarding support and maintenance issues except the Customer’s application support point of contact. It is the Customer’s responsibility to keep its application support point of contact current and to notify Teknoir of any changes. Teknoir’s application support shall consist of response to online cases submitted by the Customer’s application support point of contact through Teknoir’s CME portal for Designated Users to troubleshoot and resolve software conflicts and usability problems and patches for bugs and security holes in the Platform, for instances in which the Platform is being used as and in the environment intended; and
(c) If Teknoir determines that a reported reproducible material error exists in an item of Teknoir’s Platform that significantly impairs the usability and utility of that item when the Platform is being used as and in the environment intended, then Teknoir will make reasonable efforts to: (i) provide a usable work-around solution; or (ii) correct the issue in an upcoming maintenance release or update (made available at Teknoir’s sole discretion). This support is in addition to any remedies Customer may have under the warranty provisions of this Agreement.
1.3 Teknoir will have the right to adopt, adapt, or use any ideas or suggestions that Customer or its Designated Users make or give Teknoir relating to the Teknoir Product or Platform, permanently and throughout the world, without compensation to Customer or its Designated Users. Teknoir will establish an online user community and forum in which Teknoir will participate or moderate at its discretion and may refer questions and requests for support to the forum as applicable.
1.4 Teknoir need not provide support if Customer is (A) delinquent on any invoice payment due to Teknoir or (B) otherwise in breach of this Agreement.
1.5 For the avoidance of doubt, unless the parties mutually agree otherwise (each in its sole discretion), on a case-by-case basis, Teknoir need not send personnel to the Customer’s site, nor need Teknoir provide support for issues apparently arising from:
(a) Customer’s negligence or other fault, training issues or support, data issues, or “how to” help desk type requests or items;
(b) Hardware malfunction;
(c) Use of the Platform in an environment or with other software not supported by Teknoir; or
(d) Customer’s failure to install any Maintenance Releases to the Platform.
1.6 Customer must provide written notice to Teknoir which identifies any failure by Teknoir to fulfill these Service Level Terms. Following its receipt of such notice, Teknoir shall have the option (in its discretion) to cure such Service Level defect during the subsequent thirty (30) day period (the “Service Level Cure Period”).
1.7 If Teknoir fails to cure the defect as specified in Section 1.6 of these Service Level Terms, Customer shall have, as its SOLE and EXCLUSIVE REMEDY for Teknoir’s violation of these Service Level Terms, a limited right to terminate the Platform License in question and to receive a pro-rated refund of any prepaid Platform License Fee, in accordance with the following:
(a) To exercise this limited right to terminate, Customer must give written notice to Teknoir within thirty (30) days following the end of the Service Level Cure Period.
(b) If Customer exercises the limited right to terminate as specified by this Section 1.7, Teknoir will refund to Customer any prepaid License Fee for the remainder of the then-current License Term, pro-rated as of the date Teknoir receives Customer’s notice of termination and request for refund.
(c) This Section 1.7 serves as Customer’s SOLE and EXCLUSIVE REMEDY for any failure by Teknoir to comply with its obligations under these Service Level Terms.
THIS CONCLUDES THE TEKNOIR PRODUCT T&CS.
