This Aspective.AI Software as a Service Agreement (the “Agreement”) is entered into between Aspective Limited. (“Aspective.AI”) with its principal place of business located at167-169 Great Portland Street, London W1W 5PF, United Kingdom, and the customer accessing, integrating, or otherwise using the Aspective.AI SaaS Services (as defined below) (such customer, the “Customer”). This Agreement is entered into on the earlier of the date Customer first uses any part of the Aspective.AI SaaS Services and the date Customer agrees to be bound by this Agreement (the “Effective Date”). This Agreement includes any current or future Order Forms (all as defined below in Section 1), and all such documents are incorporated by this reference. Each of Aspective.AI and Customer will individually be referred to as a “Party” and jointly as the “Parties.”

This Agreement sets forth the terms and conditions that govern the provision and use of the Aspective.AI SaaS Services for AI-powered solutions.

BY USING THE ASPECTIVE.AI SAAS SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS, AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.

1. Definitions

• “Agreement” means this Aspective.AI Software as a Service Agreement.
• “API Data” means any Customer Data submitted by Customer to the Aspective.AI API.
• “Aspective.AI API” means Aspective.AI’s proprietary application programming interface and any related documentation designed to facilitate Customer’s access to and use of the Aspective.AI SaaS Services.
• “Aspective.AI SaaS Services” means services through which Aspective.AI hosts or makes available the Aspective.AI Platform and API.
• “Customer” means the entity or individual that has entered into this Agreement.
• “Customer Data” means any data, content, information, records, or files that Customer (or any of its Permitted Users) submits to the Aspective.AI SaaS Services.
• “Effective Date” means the earlier of the date Customer first uses any part of the Aspective.AI SaaS Services or the date Customer agrees to be bound by this Agreement.
• “Fees” means the fees payable by Customer for the use of the Aspective.AI SaaS Services as described in Section 9.
• “Order Form” means any order form that references this Agreement and that is executed by authorized signing officers of each Party.
• “Permitted User” means those employees and independent contractors authorized by Customer to access and use the Aspective.AI SaaS Services.

2. Aspective.AI SaaS Services

• Provision of Services: Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, Aspective.AI will make the Aspective.AI SaaS Services available to Customer during the Term.
• Custom Solutions: If requested by Customer, Aspective.AI may provide custom AI models or configurations to Customer as described in an Order Form.

3. Ownership; Reservation of Rights

• Customer Data: Customer retains all ownership and intellectual property rights in and to Customer Data. Customer grants Aspective.AI a non-exclusive, worldwide, royalty-free right to access, use, and process Customer Data solely to provide the SaaS Services and perform its obligations under this Agreement.
• Aspective.AI Property: Aspective.AI retains all ownership and intellectual property rights in and to the SaaS Services, API, platform, and any modifications or derivatives thereof.

4. API and Applications

• API Keys: Customer must obtain an API Key to access the Aspective.AI API. Aspective.AI may revoke or suspend API Keys at its discretion.
• Usage Restrictions: Customer will not use the Aspective.AI API to develop applications that infringe on intellectual property rights or violate any applicable laws.

5. Privacy

• Data Privacy: Customer must not include any prohibited data in any Customer Data. Aspective.AI will treat any business contact information of Permitted Users in accordance with its Privacy Policy.

6. Support

• Support Services: Aspective.AI will provide technical support services via email or through its online knowledge base.

7. Fees and Payment

• Fees: Customer will pay Aspective.AI the fees as per Aspective.AI’s price list.
• Payment Terms: Fees will be paid via the method specified in the Order Form. Late payments will incur interest and may result in suspension of services.

8. Confidential Information

• Confidentiality Obligations: Each Party will protect the other Party’s confidential information with the same care it uses to protect its own confidential information.

9. Warranties and Disclaimers

• Customer Warranty: Customer represents that it has the legal rights to use any Customer Data provided to Aspective.AI.

10. Indemnification

• Customer Indemnity: Customer will indemnify Aspective.AI against any claims arising from Customer’s breach of this Agreement or use of the SaaS Services.
• Aspective.AI Indemnity: Aspective.AI will indemnify Customer against claims that the SaaS Services infringe on third-party intellectual property rights.

11. Limitation of Liability

• Liability Cap: Neither Party’s total liability will exceed the amount paid by Customer in the 12 months preceding the claim.
• Exclusion of Damages: Neither Party will be liable for indirect, incidental, or consequential damages.

12. Term and Termination

• Term: This Agreement will commence on the Effective Date and continue for an Initial Term as set out in the Order Form.
• Termination for Cause: Either Party may terminate this Agreement for material breach.

13. General Provisions

• Governing Law: This Agreement will be governed by the laws of England.
• Assignment: Customer may not assign this Agreement without Aspective.AI’s prior written consent.
• Notices: Notices under this Agreement must be sent to the contact information provided in the Order Form.

14. How to Contact Us

• If you have any questions or suggestions about these Terms of Service, do not hesitate to contact us at hello@aspective.ai.