The Terms & Conditions that apply to the Etiq AI Library and Dashboard
This Etiq AI Software Licence Schedule (the “Licensing Schedule”) is between Client, and the Etiq AI entity that owns the Software that Client is accessing or using ( “Etiq AI” or “we”). For the purpose of this schedule “Client” means client. The Software is not intended for and should not be used by anyone under the age of 16. Clients must ensure that all Authorised Users are at least 16 years old.
1. Scope of Licensing Schedule
1.1. Software. This Licensing Schedule governs Client’s initial purchase of Etiq AI’s Software, Support and Maintenance for the Software, and any Additional Services, as well as any future purchases made by Client that reference this Agreement. The Agreement includes the Etiq AI Policies, the Product-Specific Terms, and any other referenced policies and terms. The Software and its permitted use are further described in the Documentation. The term “Software” includes Documentation unless otherwise specified.
1.2. Cloud Products. This Agreement does not apply to the Infrastructure-as-a-Service (“IaaS”) solution used to host Etiq AI Software. Clients should have a separate agreement with the IaaS vendors for those services.
2. Accounts; Authorised Users
2.1. Account Registration. Registration details will be provided to Client and Client’s users to access the Software when Client provides us the requested information for logging in. The Client is responsible for all actions taken through Client’s account whether by Client or Client’s users.
2.2. Authorised Users. Only Authorised Users may access and use the Software. Some Software may allow the Client to designate different types of Authorised Users, in which case pricing and functionality may vary according to the type of Authorised User. The Client is responsible for compliance with this Licensing Schedule by all Authorised Users, including what Authorised Users do with Client’s data, and for all fees incurred by Authorised Users (or from adding Authorised Users). All use of Software must be solely for the benefit of Client or Client’s Affiliates and must be within the Scope of Use.
2.3 Licence Keys. The Supplier will deliver the Licensed Software to the Client prior to the Licence Term. All deliveries under this licence agreement will be electronic. For the avoidance of doubt and subject always to the Licensing Agreement, the Clientis responsible for installation of the Software, and acknowledges that the Supplier has no further delivery obligation with respect to the Licensed Software after delivery of the software.
3. Use of the Software
3.1. Restrictions. Except as otherwise expressly permitted in this Licensing Schedule, Client will not: (a) reproduce, modify, adapt or create derivative works of any part of the Software; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party; (c) use the Software for the benefit of any third party; (d) incorporate the Software into a product or service Client provide to a third party; (e) interfere with any licence key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit Client’s use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Software; (h) use the Software for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Software; or (j) encourage or assist any third party to do any of the foregoing.
3.2. Number of Instances. Unless otherwise specified, for each Software licence that the Client purchases, Client may install one (1) production instance of the Software on systems owned or operated by Client per Authorised User.
3.3. Client Modifications. Subject to the terms and conditions of this Licensing Schedule (including Section 2 (Combining the Products with Open Source Software) of Third Party Code in Etiq AI Products), for any elements of the Software provided by Etiq AI in source code form and to the extent permitted in the Documentation, Client may modify such source code solely for purposes of developing bug fixes, customizations and additional features for the Software. Any modified source code or Documentation constitutes “Client Modifications”. Client may use Client Modifications solely in support of Client’s permitted use of the Software (and only with Client’s own instances of the Software), but Client may not distribute the code to Client Modifications to any third party. Notwithstanding anything in this Licensing Schedule to the contrary, Etiq AI has no support, warranty, indemnification or other obligation or liability with respect to Client Modifications or their combination, interaction or use with our Software.
3.4. Attribution. In any use of the Software, Client must not remove, obscure, or alter in any way the following attribution to Etiq AI on all user interfaces to the Software: “Powered by Etiq AI,”.
3.5. System Requirements. Clients are solely responsible for ensuring that Client’s systems meet the hardware, software and any other applicable system requirements for the Software as specified in the Documentation. Etiq AI will have no obligations or responsibility under this Agreement for issues caused by Client’s use of any third-party hardware or software not provided by Etiq AI.
3.6. Indemnification by Client. Client will defend, indemnify and hold harmless Etiq AI from and against any loss, cost, liability or damage (including attorney’s fees) arising from or relating to any claim brought against Etiq AI (a) by a third party relating to Client Modifications (including but not limited to any representations or warranties Client make about Client Modifications of the Software) or Client’s breach of Section 3.5 (Client Modifications); (b) by a third party related to Client’s Materials, as defined in Section 6.2(b); or (c) by a third party relating to any non-Etiq AI content or data used by Client in connection with the Software. This indemnification obligation is subject to Client’s receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Client to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defence, or settlement of such claim; and (iii) all reasonably necessary cooperation of Etiq AI at Client’s expense.
4. Privacy Terms. Etiq AI may collect certain data and information from Client and Secondary Users in connection with Client’s and Secondary Users’ use of the Software and otherwise in connection with this Agreement to improve the software.
5. Etiq AI Commitments
5.1. Support and Maintenance. During the period for which Clients have paid the applicable Support and Maintenance fee, Etiq AI may from time to time at its sole discretion provide Support and Maintenance for the Software where necessary including access to New Releases, if and when available.
5.2. Additional Services. Subject to this Licensing Schedule, Client may purchase Additional Services from Etiq AI, which Etiq AI will provide to Client pursuant to the applicable Statement of Work.
(a) Etiq AI Deliverables. Etiq AI will retain all right, title and interest in and to any materials, deliverables, modifications, derivative works, libraries, APRs, databases or developments that Etiq AI provides in connection with any this Agreement, the Services or any Additional Services (“Etiq AI Deliverables”). Client may use any Etiq AI Deliverables provided to Client only in connection with the Software, subject to the same usage rights and restrictions as for the Software. For clarity, Etiq AI Deliverables are not considered Software, and any Software (including any New Release) is not considered an Etiq AI Deliverable.
(b) Customer Materials. Client agrees to provide Etiq AI with reasonable access to Client’s materials, systems, personnel or other resources (including Client’s instances of the Software) as reasonably necessary for Etiq AI’s provision of Additional Services (“Customer Materials”). If Client does not provide Etiq AI with timely access to Customer Materials, Etiq AI’s performance of Additional Services will be excused until Client does so. Clients retain Client’s rights in Client’s Customer Materials, subject to Etiq AI’s ownership of any underlying Software, Etiq AI Deliverables or other Etiq AI Technology. Etiq AI will use Customer Materials solely for purposes of performing the Additional Services. Clients represent and warrant that Clients have all necessary rights in Customer Materials to provide them to Etiq AI for such purposes.
(c) Training Not Covered. Client purchase, and our delivery of Training is a separate agreement.
6. Licence Term, Returns and Payment
6.1. Licence Term and Renewals. The Licence Term, Support and Maintenance period will be indicated in the Statement of Work or on the payment page (as applicable). The Licence Term and any applicable service periods will commence on the Statement of Work date (unless a different start date is designated in the Statement of Work) or on the payment date as applicable and automatically renewed on a monthly basis until Termination Notice is served.
6.2. Delivery. We will deliver the applicable softwareto Client within a reasonable time from receiving payment of the applicable fees. All deliveries under this Agreement will be electronic. For the avoidance of doubt, Client is responsible for installation of the Software, and acknowledges that Etiq AI has no further delivery obligation with respect to the Software after delivery of the software.
6.3. Increased Scope of Use. During Client’s Licence Term, Client may increase Client’s Scope of Use (e.g., adding Authorised Users, licences, copies or instances) by placing a new Statement of Work or, if made available by Etiq AI, directly through the applicable Software. Any increases to Client’s Scope of Use will be subject to additional fees, as set forth in the applicable Statement of Work.
6.4. Payment. If clients are not paying directly via the subscription page, clients will pay all fees in accordance with each Statement of Work, by the due dates and in the currency specified in the Statement of Work. If a purchase order number is required in order for an invoice to be paid, then Client must provide the purchase order number to Etiq AI by emailing the purchase order number to email@example.com. For Additional Services provided at any non-Etiq AI location, unless otherwise specified in Client’s Statement of Work, Client will reimburse Etiq AI for its pre-approved travel, lodging and meal expenses, which Etiq AI may charge as incurred. All amounts are non-refundable, non-cancellable and non-creditable. Client agrees that we may bill Client’s credit card or other payment method for renewals, additional users, expenses and unpaid fees, as applicable.
6.5. Taxes. Client fees under this Agreement exclude any taxes or duties payable in respect of the Software in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Etiq AI, Client must pay to Etiq AI the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, Client may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, Client will have the right to provide to Etiq AI any such exemption information, and Etiq AI will use reasonable efforts to provide such invoicing documents as may enable Client to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
6.6. Future Functionality; Separate Purchases. Client acknowledges that the Software and Additional Support referenced are being purchased separately from any of our other products or services. Payment obligations for any products or services are not contingent on the purchase or use of any of our other products (and for clarity, any purchases of Software and Additional Services are separate and not contingent on each other, even if listed on the same Statement of Work). Client agrees that Client’s purchases are not contingent on the delivery of any future functionality or features (including future availability of any Software beyond the current Licence Term or any New Releases), or dependent on any oral or written public comments made by Etiq AI regarding future functionality or features.
7. No-Charge Software. We may offer certain Software to Client at no charge, including trial use and Beta Versions as defined below (collectively, “No-Charge Software”). Client use of No-Charge Software is subject to any additional terms that we specify and is only permitted during the Licence Term we designate (or, if not designated, until terminated in accordance with this Licensing Schedule). Except as otherwise set forth in this Section, the terms and conditions of this Licensing Schedule governing Software, including Section 3.1 (Restrictions), fully apply to No-Charge Software. We may terminate Client’s right to use No-Charge Software at any time and for any reason in our sole discretion, without liability to Client. Client understand that any pre-release and beta versions of Software, and any pre-release and beta features within generally available Software, that we make available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Software. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow Client to use Beta Versions, but the Beta Versions will still remain subject to this Section 8. All information regarding the characteristics, features or performance of any No-Charge Software (including Beta Versions) constitutes Etiq AI’s Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Software, including any Support and Maintenance, warranty, and indemnity obligations.
8. License Certifications and Audits. At our request, Client agrees to provide a signed certification that Client is using all Software pursuant to the terms of this Licensing Schedule, including the Scope of Use. Client agrees to allow us, or our authorised agent, to audit Client’s use of the Software (including that of Client’s Authorised Users). We will provide the Client with at least ten (10) days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that Client has exceeded the Scope of Use. Client will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at Client’s own cost. If Client exceeds Client’s Scope of Use, we may invoice Client for any past or ongoing excessive use, and Client will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Etiq AI at law or equity or under this Licensing Schedule. To the extent we are obligated to do so, we may share audit results with certain of our third-party licensors or assign the audit rights specified in this Section 9 to such licensors.
9. Ownership and Feedback. The Software is made available on a limited licence or access basis, and no ownership right is conveyed to Client, irrespective of the use of terms such as “purchase” or “sale”. Etiq AI and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to Etiq AI Technology (including the Software). From time to time, Clients may choose to submit Feedback to us. Etiq AI may in connection with any of its products or services freely use, copy, disclose, licence, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered Client’s Confidential Information, and nothing in this Licensing Schedule limits Etiq AI's right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise. For the avoidance of doubt, any modifications or customisations made to the Etiq AI Technology and/or Software during the term of the Agreement shall automatically be retained and vest Etiq AI and Client shall not receive any rights in respect of such modifications or customisations.
10. Confidentiality. Except as otherwise set forth in this Licensing Schedule, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Etiq AI Technology and any performance information relating to the Software will be deemed Confidential Information of Etiq AI without any marking or further designation. Except as expressly authorised herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Licensing Schedule. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 11 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 11. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
11. Term and Termination
11.1. Termination for Cause. Either party may terminate this Agreement (including all related Statement of Works) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
11.2. Termination for Convenience. Client may choose to stop using the Software and terminate this Agreement (including all Statement of Works) at any time for any reason upon written notice to Etiq AI, upon any such termination (i) Client will not be entitled to a refund of any pre-paid fees and (ii) if Client have not already paid all applicable fees for the then-current Licence Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.
11.3 Notice of Termination. According to 11.2 above, a notice can be served by either Client or Etiq AI to terminate this agreement with 1 month’s notice.
11.4. Effects of Termination. Upon any expiration or termination of this Agreement, Client’s licence to the Software terminates (even if the Licence Term is identified as “perpetual” or if no expiration date is specified in Client’s Statement of Work) and Client must cease using and delete (or at our request, return) all Software and Confidential Information or other materials of Etiq AI in Client’s possession, including on any third-party systems operated on Client’s behalf. Client will certify such deletion upon our request. If this Agreement is terminated by Client in accordance with Section 11.1 (Termination for Cause), Etiq AI will refund Client any prepaid Software fees covering the remainder of the then-current Licence Term after the effective date of termination. If this Agreement is terminated by Etiq AI in accordance with Section 11.1 (Termination for Cause), Client will pay any unpaid fees covering the remainder of the then-current Licence Term after the effective date of termination. In no event will termination relieve Client of its obligation to pay any fees payable to Etiq AI for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in this Licensing Schedule, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Licensing Schedule, by law, or otherwise.
11.5. Survival. The following Sections will survive any termination or expiration of this Agreement: 3.1 (Restrictions), 3.6 (Indemnification by Client), 6.4 (Payment), 6.5 (Taxes), 7 (No-Charge Software) (disclaimers and use restrictions only), 8 (Licence Certifications and Audits), 9 (Ownership and Feedback), 10 (Confidentiality), 11 (Term and Termination), 12.3 (Warranty Disclaimer), 13 (Limitations of Liability), 15 (Dispute Resolution), and 18 (General Provisions).
12. Warranties and Disclaimer
12.1. General Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Licensing Schedule. If Client is an entity, Client represents and warrants that this Agreement and each Statement of Work is entered into by an employee or agent of such entity with all necessary authority to bind such entity to the terms and conditions of this Agreement.
12.2. Virus Warranty. Etiq AI further represents and warrants that it will take reasonable commercial efforts to ensure that the Software, in the form and when provided to Client, will be free of any viruses, malware, or other harmful code. For any breach of the foregoing warranty, Client’s sole and exclusive remedy, and Etiq AI’s sole obligation, is to provide a replacement copy of the Software promptly upon notice.
12.3. Warranty Disclaimer. Except as expressly set forth in section 12.1 (general warranties) and 12.2 (virus warranty), all software, support and maintenance and any additional services are provided “as is,” and Etiq AI and its suppliers expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality, or merchantability, whether express, implied, or statutory. Etiq AI will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of Etiq AI. To the maximum extent permitted by law, neither Etiq AI nor any of its third party suppliers makes any representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any software or any content therein or generated therewith, or that: (a) the use of any software will be secure, timely, uninterrupted or error-free; (b) the software will operate in combination with any other hardware, software, system, or data; (c) the software (or any products, services, information, or other material purchased or obtained by you through the software) will meet your requirements or expectations); (d) errors or defects will be corrected; or (e) except as expressly set forth in section 12.2 (virus warranty), the software is free of viruses or other harmful components. you may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by law.
13. Limitations of Liability
13.1. Consequential Damages Waiver. Neither party (nor its suppliers) will have any liability arising out of or related to this agreement for any loss of use, lost or inaccurate data, lost profits, failure of security mechanisms, interruption of business, costs of delay or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of the possibility of such damages in advance.
13.2. Liability Cap. Except for excluded claims, each party’s and its suppliers’ aggregate liability to the other arising out of or related to this agreement will not exceed the amount actually paid or payable by you to us under this agreement in the twelve (12) months immediately preceding the claim.
14. Publicity Rights. We may identify the Client as an Etiq AI customer in our promotional materials. We will promptly stop doing so upon the Client's written request.
15. Dispute Resolution
15.1. Informal Resolution. In the event of any controversy or claim arising out of or relating to this Licensing Schedule, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under this Licensing Schedule pursuant to Section 16.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 16.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
15.2. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the applicable laws of the UK. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the UK court in London, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in the UK generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
15.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 15.1 (Informal Resolution) and Section 15.2 (Governing Law; Jurisdiction), nothing in this Agreement will prevent Etiq AI from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
16. Third Party Code. The Software includes code and libraries licensed to us by third parties, including open source software.
17. Changes to this Licensing Schedule.
17.1. Modifications Generally. We may modify the terms and conditions of this Licensing Schedule (including Etiq AI Policies) from time to time, with notice given to Client by email, through the Software or through our website. Together with notice, we will specify the effective date of the modifications.
Paid Licences: Typically, when we make modifications to the main body of this Licensing Schedule (excluding the Etiq AI Policies), the modifications will take effect at the next renewal of Client’s Licence Term and will automatically apply as of the renewal date unless Client elect not to renew pursuant to Section 6.1 (Licence Term and Renewals). In some cases – e.g., to address compliance with Laws, or as necessary for new features – we may specify that such modifications become effective during Client’s then-current License Term. If the effective date of such modifications is during Client’s then-current Licence Term and Client object to the modifications, then (as Client’s exclusive remedy) Client may terminate Client’s affected Statement of Works upon notice to us, and we will refund to Client any fees Client have prepaid for use of the affected Software for the terminated portion of the applicable Licence Term. To exercise this right, Client must provide us with notice of Client’s objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Statement of Work is subject to the version of this Licensing Schedule in effect at the time of the Statement of Work.
Etiq AI Policies: Our products and business are constantly evolving, and we may modify the Etiq AI Policies from time to time, including during Client’s then-current Licence Term in order to respond to changes in our products, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to the Etiq AI Policies that, considered as a whole, would substantially diminish our obligations during Client’s then-current Licence Term. Modifications to the Etiq AI Policies will take effect automatically as of the effective date specified for the updated policies.
18. General Provisions
18.1. Notices. Any notice under this Licensing Schedule must be given in writing. We may provide notice to Client via email or through Client’s account. Client agrees that any such electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Our notices to Client will be deemed given upon the first business day after we send it. Client notices to us will be deemed given upon our receipt.
18.2. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Licensing Schedule (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
18.3. Assignment. Clients may not assign or transfer this Licensing Schedule without our prior written consent. As an exception to the foregoing, Client may assign this Licensing Schedule in its entirety (including all Statement of Works) to Client’s successor resulting from Client’s merger, acquisition, or sale of all or substantially all of Client’s assets or voting securities, provided that Client provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of Client’s obligations under this Licensing Schedule. Any attempt by Client to transfer or assign this Licensing Schedule except as expressly authorised above will be null and void. We may assign our rights and obligations under this Licensing Schedule (in whole or in part) without Client’s consent. We may also permit our Affiliates, agents and contractors to exercise our rights or perform our obligations under this Licensing Schedule, in which case we will remain responsible for their compliance with this Licensing Schedule. Subject to the foregoing, this Licensing Schedule will inure to the parties’ permitted successors and assigns.
18.4. Interpretation. As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.
19. Definitions. Certain capitalised terms are defined in this Section 20, and others are defined contextually in this Licensing Schedule.
“Additional Services” means Professional Services, Support and Maintenance or other services related to the Software provided to Client by Etiq AI, as identified in an Statement of Work.
“Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.
“Etiq AI Technology” means the Software (including all No-Charge Software), Etiq AI Deliverables, their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.
“Authorised Users” means the specific individuals whom Client designates to use the applicable Software and for whom Client have paid the required fees. Authorised Users may be Client’s or Client’s Affiliates’ employees, representatives, consultants, contractors, agents or other third parties who are acting for Client’s or Client’s Affiliates’ benefit or on Client’s or Client’s Affiliates’ behalf.
“Documentation” means our standard published documentation for the Software.
“Feedback” means comments, questions, ideas, suggestions or other feedback relating to the Software, Support and Maintenance or Additional Services.
“Laws” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and the exportation of technical or personal data.
“Licence Term” means Client’s permitted licence term for the Software, as set forth in this agreement “New Releases” means any bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Software that Etiq AI makes available to Client as part of Support and Maintenance.
“Scope of Use” means Client’s authorised scope of use for the Software as specified in the applicable Statement of Work or on the subscription page client paid for, which may include: (a) number and type of Authorised Users, (b) numbers of licences, copies or instances, or (c) entity, division, business unit, website, field of use or other restrictions or billable units.
“Software” means Etiq AI’s commercially available downloadable software products. Client Statement of Work or payment page will specify the Software that Client may use.
“Statement of Work” means Etiq AI’s applicable ordering documentation or other purchase flow referencing this Agreement. Statement of Works may include purchases of Software licences, Support and Maintenance, Additional Services, increased or upgraded Scope of Use or renewals.
“Support and Maintenance” means Etiq AI’s support and maintenance services for the Software. Client level of Support and Maintenance will be specified in Client’s Statement of Work.
“Training” means Etiq AI-provided training and certification services