Terms and Conditions

1 June 2022

These Terms and Conditions govern the provision and use of the artificial-intelligence based office allocation service (the "Service”) provided by gospace AI Limited, a company registered in England with company number 09096842 and registered office 9th Floor, 107 Cheapside, London EC2V 6DN (“gospace AI”), whether the Service is licensed directly from gospace AI or through an authorised distributor, reseller, or other partner of gospace AI (“Partner”). Other terms associated with the use of and subscription to the Service (“Subscription”), such as pricing, term, and the entity licensing the Service (“the Customer”), are set forth in an order form that references these Terms and Conditions and is executed by the Customer and gospace AI (“Order Form”). Where there is a direct conflict between these Terms and Conditions and an Order Form, the terms contained in the Order Form will apply. Any conflicting or additional terms and conditions are of no force or effect unless agreed to in writing and signed by an authorised officer of gospace AI. The Service is available to users to whom the Customer grants access to the Service under the Customer’s account (“Users”) as more fully described in the Order Form.

1. Access to services

1.1 Access rights. The Customer’s Users may use and have access to the Service and the associated generally published technical documentation for the Service (“Documentation”) provided such use and access is for the Customer’s own internal business operations, or in the case of a Customer who is a Partner, of the Customer and its clients internal business operations. The Customer agrees to use and access the Service in compliance with any restrictions on an Order Form. In some cases, Users may need to download, install and use software provided by gospace AI to access the Service (“Software”), and gospace AI licenses the Customer’s Users to do so provided the Software is used only in conjunction with the Service. The Customer acknowledges that access to the Service via the Software may require that the Customer upgrade the Software as such upgrades become available. The Documentation may be provided in hard copy form or online.

1.2 Additional services. Subject to these Terms and Conditions the Customer may purchase additional Services that gospace AI will provide pursuant to an applicable Order Form. Additional Services may be subject to additional policies and terms as specified by us, including the Enterprise Support and Services Policy.

1.3 No charge products. gospace AI may offer certain services at no charge, including free accounts, trial use and beta versions as defined below (collectively, “No-Charge Products”). The Customer’s use of No-Charge Products is subject to any additional terms that gospace AI specifies and is only permitted during the subscription duration gospace AI designates (or, if not designated, until terminated in accordance with these Terms and Conditions). Except as otherwise set forth in this Section, these Terms and Conditions apply to No-Charge Products. gospace AI may modify or terminate the Customer’s right to use No-Charge Products at any time and for any reason in gospace AI's sole discretion, without liability to the Customer. The Customer understands that any pre-release and beta services, and any pre-release and beta features within generally available Services, that gospace AI makes 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 Services. gospace AI makes no promises that any Beta Versions will ever be made generally available. In some circumstances, gospace AI may charge a fee in order to allow the Customer to access Beta Versions, but the Beta Versions will still remain subject to this Section 1.3. All information regarding the characteristics, features or performance of any No-Charge Products (including Beta Versions) constitutes gospace AI’s confidential information. To the maximum extent permitted by applicable law, gospace AI disclaims all obligations or liabilities with respect to No-Charge Products, including any support, warranty and indemnity obligations.

1.4 Support. gospace AI will provide basic or standard support services, unless otherwise stated on the Order Form. Support services are provided through telephone, electronic mail or another online mechanism.

1.5 Restrictions. The Customer agrees not to, directly or indirectly: (a) modify, translate, copy or create derivative works based on the Service or any element of the Software, (b) “frame” or “mirror” any content forming part of the Service, (c) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Service or the Software in whole or in part, except as and only to the extent this restriction is prohibited by law, (d) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by these Terms and Conditions, (e) remove or obscure any proprietary or other notice contained in the Service or (f) use the Service or Software in connection with the development or offering of a service or product substantially similar to the Service or copying the features or user interface of the Service.

1.6 Acceptable use. The Customer will not interfere with or disrupt the Service, servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or obtain or otherwise attempt to access any materials or information through any means not intentionally made available or provided for through the Service. If the Customer becomes aware of any actual or potential violations of the foregoing, please contact gospace AI at support@gospace.com. Without limiting any other remedies gospace AI may have, gospace AI reserves the right to investigate and take appropriate legal action against anyone who, in gospace AI’s discretion, violates this clause, including without limitation, suspending or terminating the Service.

1.6.1 Acceptable and prohibited use. It is the Customer’s responsibility to ensure that the Customer and its Users comply with these Terms and Conditions. The Customer represents that the Service shall not be used in a way that violates any applicable law. Without limiting any other remedies gospace AI may have, gospace AI may suspend any use of the Services that gospace AI reasonably believes may be (or that is alleged to be) in violation of this Section.

1.6.2 Use of the service. The Customer agrees to use the Service in accordance with all applicable laws and not to use the Service in any manner that imposes obligations on gospace AI under any laws other than those specific laws expressly enumerated in these Terms and Conditions as being applicable to the Service and/or gospace AI’s delivery of the Service. In the event the Customer acts or uses the Service in a manner not permitted under this Section, the Customer shall (i) be in material breach of these Terms and Conditions; (ii) indemnify, defend and hold harmless gospace AI for any losses, expenses, costs, liabilities, damages, penalties, investigations or enforcement proceedings (including legal fees) arising from or relating to the Customer’s breach of this Section; (iii) take, at the Customer’s expense, prompt action to correct and/or mitigate the effects of the Customer’s breach of this Section; and (iv) provide gospace AI with reasonable cooperation and support in connection with gospace AI’s response to the Customer’s breach of this Section. The Customer shall assume and be solely responsible for any reporting requirements under law or contract arising from the Customer’s breach of this Section.

1.6.3 User accounts. The Customer may identify an individual as the administrator for the Service who will receive an administrative username and password for the Customer’s account. The Customer will ensure that its Users are aware of and use the Service only in compliance with these Terms and Conditions. The Customer is responsible for all activities of Users that occur under the Customer’s accounts. The Customer (a) is responsible for ensuring the security and confidentiality of all User and administrator IDs and passwords for the Service, (b) shall prevent unauthorised access to, or use of, the Service, and (c) shall notify gospace AI promptly of any unauthorised use of the Service or any breach, or attempted breach, of security of the Service.

1.7 Equipment. The Customer is responsible for obtaining and maintaining any equipment and ancillary services including communication services, modems, hardware, servers, software, operating systems, networking, web servers, internet and telephone service (collectively, “Equipment”) needed to connect to, access or otherwise use the Service (and, to the extent applicable, the Software). The Customer is responsible for the security of its Equipment.

1.8 Third party products. If third party services, applications, code, hardware or products (“Third Party Products”) are integrated or used in connection with the Services, the Customer agrees that (a) gospace AI makes no representations and disclaims all warranties, express or implied, regarding Third Party Products, (b) gospace AI is not responsible and shall have no liability for Third Party Products or the unavailability of Third Party Products, (c) if Third Party Products are provided under a separate license or other agreement, such terms shall govern with respect to such Third Party Products, (d) the Customer is solely responsible and liable for its use of Third Party Products, (e) the Customer authorises gospace AI to share User Data (defined below) with providers of the Third Party Products as required for the operation of the Third Party Products, provided however, that gospace AI is not responsible for any transmission, collection, disclosure, security, modification, use or deletion of User Data by or through Third Party Products or their providers, and (f) gospace AI has no obligation to support any integration(s) of Third Party Products with the Services and may cease any integrations of Third Party Products, providing the Customer with 90 days’ notice where such notice is within gospace AI's reasonable control, and a cancellation of any integration-specific fees, where applicable.

2. Proprietary rights and feedback

2.1 Ownership. The Customer acknowledges and agrees that (a) the Service, the Software and the Documentation are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, (b) gospace AI owns and retains all right, title and interest (including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Service, the Software, the Documentation, any other deliverables, any and all related and underlying technology and any derivative works or modifications of any of the foregoing, (c) there are no implied licenses granted to the Customer under these Terms and Conditions and any rights not expressly set forth in these Terms and Conditions are hereby expressly reserved by gospace AI, (d) the Software and access to the Service are licensed, not sold and the Customer acquires no ownership or other interest (other than the license rights expressly stated herein) in or to the Service, the Software and the Documentation and (e) the Service is offered as an on-line, hosted solution, and the Customer has no right to obtain a copy of the Service itself.

2.2 Feedback. From time to time, the Customer may provide gospace AI with suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Service or Software (“Feedback”). Feedback shall not be deemed to constitute Confidential Information or to impose any confidentiality obligations on gospace AI. The Customer agrees that gospace AI is free to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

3. Confidentiality

3.1 Confidentiality and non-use. In connection with these Terms and Conditions, gospace AI or the Customer may disclose business, technical or financial information relating to their respective businesses. In such cases the disclosing party is "the Discloser" and the receiving party is "the Recipient." Such information shall be considered the “Confidential Information” of the Discloser provided that it is marked or otherwise designated at the time of disclosure as “confidential” or “proprietary” or the like. gospace AI’s Confidential Information includes, without any marking or further designation, (a) the pricing and other terms reflected in all Order Forms hereunder, (b) any trade secrets, know-how, inventions (whether or not patentable), techniques, ideas, or processes related to the Services, (c) the Software, (d) the design and architecture of the Services, (e) the computer code, internal documentation, and design and functional specifications of the Services (f) any problem reports, analysis and performance information related to the Services and (g) reports, analyses and/or other information relating to gospace AI’s security and security practices (“Security Information”). The Customer’s Confidential Information includes, without marking or further designation, (i) the content, including Content (defined below), of sessions that the Customer creates and stores via the Services and (ii) the usernames and passwords of the Customer’s Users.

3.2 Obligations. Except to provide the Services or as otherwise permitted herein, during the Subscription Term and for a period of five (5) years after expiration or termination, the Recipient agrees (a) to use and disclose Confidential Information solely for the purpose of performing its obligations under these Terms and Conditions and the Order Form and (b) to protect the Confidential Information with at least the same degree of care it normally exercises to protect its own proprietary information of a similar nature, but in no event less than a reasonable standard of care.

3.3 Exceptions. The Discloser agrees that the foregoing obligations shall not apply with respect to any information that the Recipient can document (a) is or becomes generally available to the public through no fault of the Recipient, (b) was rightfully in its possession or known by the Recipient prior to receipt from the Discloser, (c) is rightfully disclosed to the Recipient without restriction by a third party that is not in violation of any obligation of confidentiality or (d) was independently developed without use of any Confidential Information of the Discloser (except for patentable subject matter, which shall not be subject to this exception). Notwithstanding the foregoing, subsections (b)-(d) will not apply with respect to Security Information.

3.4 Disclosure. The Recipient may disclose Confidential Information to the minimal extent required to be disclosed by law; provided that the Recipient will give the Discloser prompt notice to allow the Discloser a reasonable opportunity to obtain a protective order and such Confidential Information disclosed to the extent required by law shall otherwise remain confidential and subject to the protections and obligations of these Terms and Conditions.

3.5 Data. By the nature of providing the Service, gospace AI collects certain data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (such as session start and end times, number of sessions conducted, session duration, underlying network quality in terms of latency, jitter, packet loss, etc. and breakdown of mobile app or browser endpoints used (“Data”). gospace AI shall have the right to collect and analyze such Data, and the Customer grants gospace AI the right to use and disclose such Data (during and after the Subscription term) solely in an aggregate or other de-identified form to improve and enhance the Services, for other development, diagnostic and corrective purposes in connection with the Services and other offerings, or otherwise in connection with gospace AI’s business.

3.6 GDPR compliance. If the Service collects User Data to which Regulation (EU) 2016/679 (“GDPR”) applies, the Parties shall separately execute a Data Processing Agreement (“DPA”), which relates to the processing of User Data governed by the GDPR. In the case of any inconsistency, the GDPR language contained in the DPA takes precedence over this Section 3.6 to the extent of any inconsistency.

4. User data, content and recording

4.1 User data. To set up accounts and use the Services, the Customer may provide information, such as IP address, username, password, and personally identifiable information (e.g., name, phone number, email address, etc.) (“User Data”). The Customer grants gospace AI and its data hosting service providers the right to store, process and retrieve User Data in connection with providing and supporting the Services. The Customer warrants that it has obtained required consent from the Customer’s Users to transfer User Data to gospace AI and to process the User Data as used by the Services, and agrees that gospace AI may transfer to, store and process User Data where gospace AI uses facilities in connection with the Services to provide and support the Services. To the extent that User Data provided or disclosed by the Customer (as data controller or data exporter) is deemed “personal data” under applicable European Union law or regulation, (a) the Customer agrees that gospace AI may transfer to, store and process User Data in the United States and/or another country outside the European Economic Area where gospace AI uses facilities in connection with the Services to provide and support the Services and (b) gospace AI shall (i) comply with the Customer’s reasonable, lawful instructions relating to the security and confidentiality of the User Data, and will maintain administrative, physical, and technical safeguards intended to protect the security and integrity of the User Data and (ii) process the User Data only in accordance with the Customer’s lawful instructions or the lawful instructions of the User as the data subject. If gospace AI cannot comply with Section 4.1(b), the Customer’s sole and exclusive remedy shall be to cease using the Services.

4.2 Content. The Customer represents and warrants that it owns or has the necessary permissions to use and authorize the use of the Customer’s data including items such as building locations and layouts, user tags and identifiers, occupancy-related data, and user personal data where applicable ("Customer's Content"). The Customer grants gospace AI and its service providers a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to host, cache, copy, store and display the Customer’s Content for the purpose of and in conjunction with providing and supporting the Service. The Customer acknowledges and agrees that, except as expressly set forth herein, (a) gospace AI is not responsible in any manner for the Customer’s Content, (b) the Customer assumes all risk associated with its Content and the transmission of its Content and (c) the Customer has sole responsibility for the accuracy, quality, legality, and appropriateness of its Content.

5. Fees and payment

5.1 Direct purchase. If the Customer is ordering the Service directly from gospace AI, the following applies:

5.1.1 Subscriptions. Except for No-Charge Products, all Services are offered on an annual subscription basis, paid annually or monthly in advance, as stated in the Order Form. The Customer may modify the current Subscription according to the fees and terms stated on the Order Form; however, if the Customer requests a modification to the Services, a new Order Form will detail the new Subscription.

5.1.2 Change. gospace AI may change prices from time to time, including changing from a free service to a paid service and charging for Services that were previously offered free of charge. gospace AI will not change the price of the Services within the current Subscription term unless specified in the Order Form and will not charge for a previously free Service unless the Customer has been notified of the applicable fees and agreed to pay such fees.

5.2 Purchased through a partner. If the Customer makes any purchases through a Partner:

5.2.1 Instead of paying gospace AI, the Customer will pay to the Partner the price as agreed between the gospace AI and the Partner. gospace AI may suspend or terminate the Customer’s rights to use the Service if gospace AI does not receive the corresponding payment from the Partner.

5.2.2 The Customer’s order details (e.g., the Services the Customer is entitled to use, the number of Users, the Subscription term, etc.) will be as stated in the Order Form placed with gospace AI by the Partner on the Customer’s behalf, and the Partner is responsible for the accuracy of any such Order Form as communicated to gospace AI.

5.2.3 If the Customer is entitled to a refund under these Terms and Conditions, then unless gospace AI otherwise specify, gospace AI will refund any applicable fees to the Partner, and the Partner will be solely responsible for refunding the appropriate amounts to the Customer.

5.2.4 Partners are not authorised to modify these Terms and Conditions or make any promises or commitments on gospace AI’s behalf, and gospace AI is not bound by any obligations to the Customer other than as set forth in these Terms and Conditions.

5.2.5 The amount paid or payable by the Partner to gospace AI for the Customer’s use of the applicable Service under these Terms and Conditions will be deemed the amount actually paid or payable by the Customer to gospace AI under these Terms and Conditions for purposes of calculating the liability cap.

6. Term and termination

6.1 Term. Subject to earlier termination as provided below, the term is as stated in the Order Form.

6.2 Renewals. Except as otherwise specified in an Order Form, unless either party cancels the Customer’s Subscription prior to expiration of the current Subscription term, except for Trials and Pilots, the Customer’s Subscription will renew automatically for another duration equal to the Customer’s initial Subscription term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a Subscription term to stop the Subscription from automatically renewing. The Customer will provide notice of non-renewal through the account settings in the Service or emailing support@gospace.com. All renewals are subject to the applicable Service continuing to be offered and will be charged at the then-current rates, unless stated otherwise in a new Order Form.

6.3 Termination for cause. In addition to any other remedies either party may have, each party may terminate the Service if the other party materially breaches any of these Terms and Conditions and does not cure such breach within thirty (30) days (10 days in the event of non-payment) after notice; provided, however, that gospace AI may terminate the Service without notice or opportunity to cure if in gospace AI’s opinion such termination is required to prevent any violation of law or is required to do so by any court, governmental, or regulatory authority.

6.4 Effect of termination. Upon non-renewal or termination of the Service for any reason, the Customer agrees to pay in full for the Service up to and including the last day on which the Service is provided. If termination is due to gospace AI’s uncured breach, gospace AI will refund any pre-paid Fees on a pro-rated basis. Upon expiration or termination of the Service for any reason, the Customer agrees to cease all use of the Service, Software and Documentation, installed or otherwise, and destroy all copies of any Software, and Documentation that are in the Customer’s possession or control. gospace AI may, upon such expiration or termination, deactivate or delete the Customer’s account and any related data, information, and files, and bar any further access to such data, information, and files.

6.5 Survival. Sections 2, 3, 5 (Section 5 only as to amounts due and owing), 6.3, 6.4, 7.2 and 8-12 will survive the non-renewal or termination of the Service.

7. Limited warranty and disclaimer

7.1 Limited warranty. gospace AI warrants that the Service will be provided in material compliance with the Documentation and to maintain the Service in a manner that minimizes errors and interruptions in the Service. However, the Service may be temporarily unavailable for scheduled or emergency maintenance, either by gospace AI or by third-party providers, or because of other causes beyond gospace AI’s reasonable control. gospace AI will notify all Users who have accessed the Service with advance notice of any scheduled maintenance.

7.2 Disclaimer. The above warranty is the Customer’s exclusive warranty and gospace AI disclaims all other warranties and conditions, express or implied including, but not limited to, the implied warranties or conditions of design, merchantability, fitness for a particular purpose, and any warranties of title and non-infringement. Except as expressly provided in section 7.1 and section 11, the Customer acknowledges that the Service is provided “as is” and further acknowledges that gospace AI does not warrant that the operation of the Service will be uninterrupted or error free, or free of viruses or other harmful components. The Customer is responsible and gospace AI shall have no responsibility for determining that the Customer’s proposed use of the Service complies with applicable laws.

7.3 No-charge evaluation. If the service provided is a no-charge evaluation or beta release, the following applies in place of section 7.1 and section 7.2: notwithstanding anything herein to the contrary, the Service is provided by gospace AI in an “as is” condition as to performance, accuracy, and/or completeness with no warranties or representations, express or implied.

8. Responsibility for third party claims

8.1 Customer responsibilities. The Customer agrees to defend any third party claim or action brought against gospace AI to the extent based on the Customer’s alleged breach of Section 4 and the Customer agrees to pay (a) any settlements that the Customer agrees to in writing and signed by an authorised officer, (b) final judgments awarded to the third party claimant by a court of competent jurisdiction, and (c) fines, penalties, or other costs that are imposed by a governmental or regulatory agency. gospace AI will provide prompt written notice of any claim, provided that failure to do so shall only relieve the Customer to the extent that it is actually and materially prejudiced by any delay, and reasonable information and assistance to the Customer in the defence or settlement of the claim at the Customer’s expense.

8.2 Gospace AI responsibilities. gospace AI shall be responsible for and shall indemnify the Customer, its employees and agents from and against all expense, liability, loss and claims whatsoever in respect of death or injury to any person in regards to gospace AI’s alleged breach of Section 4, loss of or damage to property (including property belonging to the Customer or for which it is responsible), and any other loss, damage, cost or expense which may arise out of or in consequence of the performance of the Services or of the presence of gospace AI, its employees or agents on the Customer’s premises (which shall include the Customer’s worksites and other places of work).

9. Limitation of liability

Notwithstanding anything herein to the contrary, in no event shall gospace AI (or any supplier, licensor or partner of gospace AI) be liable with respect to any cause related to or arising out of these Terms and Conditions, whether in an action based on a contract, tort (including negligence and strict liability) or any other legal theory, however arising, for (a) indirect, special or incidental damages, (b) damages based on lost revenues or profits, loss of business or goodwill, loss or corruption of data or breaches in system security or (c) any damages that exceed the total fees paid and/or owed by the Customer for the Services during the twelve (12) month period immediately prior to the event which gives rise to such damages. These limitations shall apply whether or not gospace AI has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.

10. Changes

10.1 Modifications. Gospace AI reserves the right to modify and/or update the Services and/or any components thereof, the Documentation, its support policies, its security and privacy policies and any other information and/or policies provided that such changes shall not materially decrease the functionality of the Service that the Customer has subscribed to during the then current term. gospace AI will provide the Customer with reasonable notice prior to the change taking effect, either by email or by messaging the Customer through the Service. The Customer can review the most current version of the Terms and Conditions at any time by visiting www.gospace.com/terms. The revised Terms and Conditions will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If the Customer accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

10.2 Updates to services. Gospace AI may modify, update or discontinue Services (including any portions or features) at any time, without liability to the Customer or anyone else. However, for changes to paid offerings, gospace AI will make reasonable efforts to notify the Customer of the modification, update or discontinuation. If gospace AI discontinues Services or Software in its entirety, gospace AI will use reasonable commercial efforts to allow the Customer to transition the Customer’s Content, and gospace AI will provide the Customer with a pro rata refund for any unused fees for that Service or Software that the Customer prepaid.

11. Governing law and jurisdiction

These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

Where in certain jurisdictions there are non-excludable warranties, guarantees or other rights provided by law, these Terms and Conditions do not exclude, restrict or modify them. Except for such non-excludable rights, gospace AI is bound only by the express provisions of these Terms and Conditions.

12. Miscellaneous

12.1 Notices to be given by either party to other pursuant to these Terms and Conditions shall be in writing and directed to the address provided in the applicable Order Form and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt) or (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, or (c) by email delivery receipt.

12.2 The Customer may not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of the Customer’s obligations or performance, under these Terms and Conditions, without gospace AI’s prior written consent, which shall not be unreasonably withheld. Any purported assignment, delegation or transfer in violation of this provision is void. gospace AI may assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under these Terms and Conditions without the Customer’s consent.

12.3 These Terms and Conditions are binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. If any court of competent jurisdiction adjudges any provision of these Terms and Conditions to be to be illegal, unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect and enforceable, but shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

12.4 These Terms and Conditions, together with any Order Forms, constitute the sole and entire agreement between the parties with respect to the subject matter contained herein, and replaces and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

12.5 The Customer agrees that any purchase order, website, purchasing portal, or other instrument issued by the Customer shall be for the Customer’s administrative purposes only and any terms and conditions contained therein shall be of no force or effect even if signed or otherwise accepted or acknowledged by gospace AI. Except as provided herein, no waiver of, addition to, or amendment to any provision of these Terms and Conditions by any party shall be effective unless explicitly set forth in a signed writing. Except as otherwise set forth in these Terms and Conditions, no failure or delay to exercise any right, remedy, or power arising from these Terms and Conditions, in whole or in part, shall operate or be construed as a waiver thereof or preclude any further exercise thereof or the exercise of any other right, remedy, or power.

12.6 Except for the Customer’s payment obligations, neither party shall be in default hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, strike, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power or equipment, or any other circumstances or causes beyond a party’s reasonable control.

12.7 Gospace AI will not, without the Customer's prior written consent, use or permit the use of the names, service marks and/or trademarks of the Customer, or reveal the existence of any Order Forms or the terms thereof in any manner, including in any advertising, publicity release, customer list or sales presentation, except as required by law or for purposes of an audit by gospace AI's independent auditors.

12.8 In performing its obligations under the Subscription, gospace AI will comply with all applicable laws, statutes and regulations from time to time in force; including but not limited to the Modern Slavery Act 2015 and Bribery Act 2010.

These Terms and any non-contractual obligations arising out of them shall be governed by and construed in accordance with English law and if you are a business you agree to submit to the exclusive jurisdiction of the English courts.

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