PART A: GENERAL TERMS
1.1. This Website and the Arcanum Accelerate Platform are operated by Arcanum AI Limited and provides End Users with access to an online platform through which they may test or productionize (as applicable) machine learning and/or AI workflows / models and ongoing monitoring of workflows.
2.2. You warrant that all information supplied by you and your Authorised Users to Arcanum AI Limited for the purposes of registration on the Website (if applicable) and accessing and using the Services is true, correct and up to date.
2.3. Terminal equipment, communications links and systems compatibility (and all costs associated with such items) are your (or your Authorised Users, as applicable) sole responsibility. We accept no responsibility for any unavailability of, or defects in, the Website or the Services to the extent such unavailability or defects arise out of or in connection with terminal equipment, communications links or systems compatibility, or your (or your Authorised Users’) failure to make payment of the costs for such items.
2.4. You are responsible for:
2.4.1. keeping all of you (and your Authorised Users’) access information, including email addresses and log-on credentials, secret and secure; and
3. Data, ML/AI service engagements
3.1. You acknowledge and agree that Arcanum AI Limited takes no part in and has no responsibility for, or liability in respect of, any Data, ML/AI Service Engagement (including any acts or omissions of, or damage or injury caused by, any End User or Paid Subscriber (or any other person) in connection with a Data, ML/AI Service Engagement), and you agree:
3.1.1. all communications and transactions between End Users via the Website or the Subscription Service shall be undertaken by End Users at their own risk;
3.1.2. Arcanum AI Limited has no responsibility for, and no liability in respect of, the conduct of or any representation made by any End User via the Website or the Subscription Service;
3.1.3 Arcanum AI Limited makes no warranties or representations in any way whatsoever in respect of:
(a) any Data, ML/AI Service Engagement performed (or not performed, as the case may be) by an End User; or
(b) any payment made (or not made, as the case may be) for any Data, ML/AI Service Engagement by an End User.
3.2. any dispute relating to a Data, ML/AI Service Engagement shall be a matter for resolution between the relevant End Users (in accordance with appropriate dispute resolution procedures).
3.3. You agree to act reasonably and in good faith in connection with all Data, ML/AI Service Engagements you enter into.
4. Restrictions on use
4.1. In respect of your (and your Authorised Users’) access to and use of the Services you will comply (and will ensure your Authorised Users comply) with all applicable laws, rules and regulations and all instructions, guidelines, procedures and policies notified by Arcanum AI Limited (via email or the Website) from time to time.
4.2. You must not (and must ensure your Authorised Users do not):
4.2.1. use the Services in a manner that may damage, disable, overburden or impair either the Services or the networks connected to the Services;
4.2.2. modify, translate, reverse engineer, decompile, disassemble or create derivative works of the Services (or any part of them) or otherwise attempt to: (i) defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Services (or any part of them), including, without limitation, any such mechanism used to restrict or control the functionality of the Services; or (ii) derive the source code or the underlying ideas, algorithms, structure or organisation form of the Services (or any part of them); or
4.2.3. distribute through the Services any attachments, documents or files that: (i) infringe on any copyright, patent, trade secret, trademark or other third party proprietary rights; (ii) violate any law, statute, ordinance or regulation; (iii) are defamatory, libellous or obscene; or (iv) contain viruses, trojan horses, worms, time bombs, or similar harmful programming routines.
4.4 You may not access the Services if you are a direct competitor of ours, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
5. Ownership and intellectual property rights
5.1. Subject to clause 5.3, title and associated intellectual property rights in your End User Data remain your (or, as applicable, the relevant End User’s or third party’s) property.
5.2. Subject only to your rights in your End User Data (as specified in clause 6.1):
5.2.1. the Services, Website and Software are protected by copyright and other interests and are proprietary and confidential to us (or our third party licensors and/or suppliers); and
5.2.2. all rights, title and interest in and to the Services, Website and Software, including associated intellectual property rights, are and will remain vested in us or our third party licensors or suppliers (as applicable).
6. End user data
6.1 You acknowledge that we are not responsible for, and have no liability in respect of, any End User Data, loss or corruption of End User Data, or how you or any other End Users use any End User Data or the Services. You are solely responsible for your End User Data (including the contents of your text and e-mail messages, attachments and stored files) and we reserve the right to remove from our servers any content that may expose us to potential liability.
6.3. You grant to us a non-exclusive royalty free world-wide and irrevocable license permitting us to copy, anonymize, aggregate, process and display your End User Data to derive anonymous statistical and usage data, and data about the functionality of the Service, provided such data cannot be used to identify you or your Authorised Users (Anonymous Data), for the purposes of combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other clients, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregate Data), so as to permit us to provide services including the copying, publication, distribution, display licensing or sale of Aggregate Data and related or similar other statistics or data to third parties (and to you should you elect to subscribe for same) pursuant to a separate licensing or services arrangement or agreement. We will be the owners of all right, title and interest in and to the Aggregate Data.
6.4. You warrant and represent that:
6.4.2. use of your End User Data by us, you or any other End User in connection with the Services will not breach any laws or the rights (including intellectual property rights) of any person.
6.5. You are solely responsible for maintaining a copy of all of your End User Data. We have in place for our own purposes policies and procedures to prevent data loss (and recovery) but does not make any guarantee around loss of End User Data and, as such, we expressly exclude any liability for any loss or corruption of any End User Data.
6.6. You acknowledge that the operation of the Service depends on the entry by you and other End Users of accurate and up to date End User Data. You undertake to ensure that all End user Data inputted into the Service by or on behalf of you (or any of your Authorised Users) is accurate and up to date and without material omission.
6.7. Arcanum AI Limited will not process non-anonymised ‘training data’ for models through their Accelerate platform, and deployed workflows will always remain in the End Users environment. End Users are responsible for complying with GDPR and or other applicable Privacy laws. End Users may be required to provide proof that no Personal Identifiable Information (PII) has been included in data sets.
6.8. Arcanum AI Limited will monitor meta data only when it comes to workflow variations and performance within the Accelerate Platform. No PII data will be externally presented to the Arcanum Accelerate Platform as part of training and productionising ML/AI models and or workflows.
7. Third party websites and material
8. Termination and suspension
8.1. We may immediately by notice in writing to you, terminate your access to the Services and the Website (or, in our discretion, suspend the provision of the Services to you) where:
8.1.2. you fail to pay any applicable Fees or other amounts by the due date for payment;
8.1.3. you (or any of your Authorised Users or personnel) breach, or attempt to breach, any of our security protocols or systems applicable to the Website, or access (or attempt to access) an account that does not belong to you;
8.1.4. there is an appointment of any type of insolvency administrator in respect of your affairs;
8.1.5. required by law; or
8.1.6. we consider it necessary or desirable to do so to protect our interests or reputation or the interests of any other person.
8.2. We may also suspend access to the Website and the Services at any time:
8.2.1. for such time as is necessary to carry out maintenance we consider to be necessary or desirable;
8.2.2 to reduce or prevent interference with the Website or the Services; and
8.2.3. if required to do so as a result of a direction by any Government, law enforcement or other authority.
8.3. You may by notice in writing to Arcanum AI Limited, terminate any subscription agreement between you and Arcanum AI Limited where:
8.3.2. there is an appointment of any type of insolvency administrator in respect of Arcanum AI Limited’s affairs.
8.4. Subject to clause 8.1, upon termination of the agreement between us (for any reason):
8.4.1. you acknowledge and agree that no Fees (paid in advance and which relate to the period following termination) will be refunded to you;
8.4.2. you must immediately cease (and ensure all your Authorised Users immediately cease) to access or use the Subscription Services and destroy all access codes or passwords related to the Subscription Services and Confidential Information in your possession or under your control;
8.4.3. all of your End User Data, other than Anonymous Data or Aggregate Data, shall be deleted from the Website and Service;
8.4.4. your account shall be removed from the Website and Service;
9. Updates and new versions
9.1. We may provide updates to or new versions of the Software or Subscription Service (or any parts of them) and reserve the right to take down applicable servers hosting the Website and the Software to undertake such updates or install such new versions. You agree to comply with our instructions in relation to any update, new version or maintenance and we will not be held liable for any upgrade, update, maintenance or new version of the Software or Subscription Service (or any part of them).
10.2. In the event of any breach of clause 10.1 or any other term, condition or warranty that we are unable to exclude by law, your sole remedy will be (at our option) the resupply of the non-conforming Service within a commercially reasonable time or a refund of the Fees paid by you for such non-conforming Service.
10.4. We use commercially available anti-virus software in the provision of the Subscription Service, but we cannot guarantee that the Subscription Service will be free from viruses, trojan horses, worms, time bombs, or similar harmful programming routines.
11. Limitation of liability and indemnity
11.2. Under no circumstances will we or our third party licensors, suppliers or resellers (or any of their directors, officers or employees) be liable, whether in contract, equity, tort (including negligence, breach of statutory duty or otherwise) or any other theory of liability for any direct or indirect: loss of profits, loss of revenue, liabilities or claims relating to the Website or the Services; loss of data (including any End User Data), breach of security or privacy, loss of anticipating savings; or for any indirect, special or consequential loss whatsoever.
13.1. We collect and process your personal information and personal information of you Authorised Users and other End users when you (or your Authorised Users, as applicable) access or use the Website and/or the Subscription Service. In order to provide you with the Services (and improve on them), we may also collect certain information about the performance of the Services and your (and your Authorised Users’) use of the Services.
14.1.1. is public knowledge other than breach of this clause 14;
14.1.2. is received from a third party who is in lawful receipt of the information and is able to disclose it to the recipient without restriction;
14.1.3. is required by law to be disclosed; or
15. Force majeure
15.1.1. notify the other party as soon as practicable of the events; and
15.1.2. use all reasonable endeavours to continue to perform its obligations and mitigate the effects of the event.
16.2. Where any Dispute arises, you (or your representative) and Rave will negotiate in good faith in an attempt to resolve the Dispute amicably.
16.3. Where the Dispute cannot be resolved by way of good faith negotiations within 14 days (or such longer period agreed by you and us) of negotiations commencing, either you or we can elect to mediate any dispute in terms of the New Zealand Resolution Institute standard mediation agreement.
16.4. If the Dispute cannot be resolved by way of mediation then either party may initiate arbitration or litigation in New Zealand.
16.5. Nothing in this section will preclude a party from taking immediate steps to seek urgent injunctive relief before an appropriate court.
17.1 You must arrange (and maintain) adequate insurance with a reputable insurance company, as necessary to cover any loss or liability that you may incur in connection with your access to or use of the Services.
17.2. Any problems that occur whilst accessing the Website or the Services (or any other correspondence with us) should be notified via the intercom chat system on the Website at your earliest convenience.
18. Defined terms
18.1. Additional Services has the meaning given to it in clause 19.1
18.2. Associated Services has the meaning given to it in clause 19.1.
18.3. Authorised Users means, if you are a Verified User or Paid Subscriber of the Arcanum Accelerate Platform, such as a Chief Product Officer or Head of Product, any of your personnel, contractors or representatives that you have authorised to access the Website and Service on your behalf and whose details you have notified to Arcanum AI Limited.
18.4. End User means any person who is provided with access to the Subscription Service, and includes product managers, devops engineers, infrastructure engineers (and any of their personnel) who have been authorised (by Arcanum AI Limited or by another End User) to access or otherwise use the Subscription Service.
18.5. End User Data means:
18.5.1. (a) any information and data relating to a user or workflow; and
(b) any other information (including personal information),
that is provided by an End User to Arcanum AI Limited or inputted by an End User or Arcanum AI Limited (on behalf of that End User) into the Subscription Service.
18.6. Fees means the monthly Subscription Fee and any Additional Service Fees (as defined in clause 19.1).
18.7. Services means the Subscription Service, Associated Services and Additional Services that Arcanum AI Limited performs for you.
18.8. Service Engagement Contact means the service engagement contract set out in schedule 1.
18.9. Software means any underlying software used to provide the Service, including any third party software or solutions.
18.10. Subscription Fee means (if applicable) the monthly subscription fee payable by you for the Subscription Services, as specified in your subscription confirmation from Arcanum AI Limited.
18.11. Subscription Services means the subscription services described in clause 1.1.
18.12. Arcanum, we, us and our means Arcanum AI Limited Limited.
18.14. Website means the Arcanum AI Limited website at www.arcanum.ai and includes all information, tools, and services available on the Website.
18.15. Workflow means a service provided by the Arcanum Accelerate Platform that includes ML/AI modelling and associated software components to enable integration with external Services.
19.1. In addition to the Subscription Services, we will provide you with the standard integration, support and training services explained to you during customer training (Associated Services) and the cost of such Associated Services will be included in the Subscription Fee. However, if you wish to request additional configuration, implementation, support and/or training services from Arcanum AI Limited at any time throughout the Term (Additional Services) and Arcanum AI Limited (in its sole discretion) agrees to provide such Additional Services, you agree to pay us the cost of providing such Services (on a time and materials basis, as notified by us at the relevant time) (Additional Services Fees).
20.1. In consideration of your use of the Subscription Service and the Associated Services, you will pay us the monthly Subscription Fee.
20.2. In consideration of the provision of any Additional Services, you will pay us the Additional Service Fees.
20.4. You agree that your subscription to the Subscription Service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding the future functionality or features.
21. Payment of fees
21.1. We will invoice you every month for the Subscription Fee and any Additional Service Fees. An invoice for the first instalment of the Subscription Fee will be issued to you on the Effective Date. Payment of each invoice is due within 20 days of the date of invoice.
21.2. Fees shall be payable by you (without set-off or deduction, withholding or counterclaim).
21.4.2. charge interest on the unpaid amount from the due date until the date of actual payment at 10% per annum, compounded monthly until paid; and
21.4.3. charge you all costs incurred by us in connection with the recovery of the unpaid amounts, including the charges from debt recovery services and legal fees on a solicitor and own client basis.
23. Records and audit
23.1. You will maintain full, accurate and up to date records of all Data, ML/AI Service Engagements and your (and your Authorised Users’) access to and use of the Services.
24. Other terms
24.1. You agree the Services are acquired for the purposes of a business, and as such, the guarantees provided under the New Zealand Consumer Guarantees Act 1993 (and/or any other applicable consumer legislation in the jurisdiction in which the Services are being performed) do not apply.