Nesti Service Agreement

Nesti Service Agreement

This Service Agreement outlines NESTI.IO's standard Terms & Conditions, and is between you ("Customer" or "you") and NEST.IO LTD ("Company"), a company registered in the United Kingdom under the company number 14540337.

This Service Agreement outlines NESTI.IO's standard Terms & Conditions, and is between you ("Customer" or "you") and NEST.IO LTD ("Company"), a company registered in the United Kingdom under the company number 14540337.

1

Definitions


1.1 “Aggregated Statistics” means data and information related to a Customer’s use of the Services that is used by Nesti in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

1.2 “Authorised User” means Customer’s employees, consultants, contractors, and agents (a) who are authorised by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (b) for whom access to the Services has been purchases hereunder, and (c) with respect to whom Customer makes reasonable efforts to make aware of, and cause to comply with, this Agreement and applicable law.

1.3 “Confidential Information” means information disclosed or made available to a Part (“Recipient”) about the other Party’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and any other sensitive or proprietary information, whether orally or in written, electronic or other form, or whether or not marked, designated, or otherwise identified as “confidential”. Confidential information does not include information Recipient can demonstrate was not subject to any duty of non-disclosure, and at the time of disclosure was: (a) in the public domain; (b) known to Recipient; (c) rightfully obtained by Recipient on a non-confidential bases from a third-party; or (d) independently developed by Recipient.

1.4 “Customer Data” means information other than Aggregated Statistics and Seeds, that is submitted, posted or otherwise transmitted by or on behalf of Customer or an Authorised User through the Services.

1.5 “Documentation” means Nesti’s user manuals, welcome kit, and guides relating to the Services provided by Nesti to Customer electronically or other end user documentation relating to the Services available.

1.6 “Exhibit A” means the Nesti Services Order Form at the start of this Agreement.

1.7 “Feedback” means communications from Customer or its representatives, including for example, employees, contractors, and Authorised Users (the “Sources”) to Nesti suggesting or recommending changes to the Nesti IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like.

1.8 “Notice” means a notification or other communication hereunder that is: (a) in writing, and (b) addressed to a Part at their address set forth in the Order Form (or to such other address (or email address) as such Party may later designate pursuant to Notice), and (c) timely delivered via nationally recognised overnight courier (with all fees prepaid) providing proof of delivery, or via email if so designated, and (d) effective upon receipt of such Party.

1.9 “Prohibited Use” means any use of the Services or Documentation beyond the scope of that specifically permitted by this Agreement, including but not limited to (a) copy, modify, or create derivative works, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to software components, in whole or in part; (d) remove any proprietary marks or notices; or (e) use in any manner or for any purpose that harms or violates the rights of any personal (such as rights related to property, publicity, privacy, and defamation), or that tends to devalue the intellectual property rights of Nesti, or that violates any applicable law.

1.10 “Propagate” means to distribute (via link such as hyperlink, image link, rel link, and the like, rather than via copy of a work itself) access to a Nesti Media File.

1.11 “Seed” means an audio, video, graphic, text or other data file submitted by or on behalf of the Customer intended for use in the Creation of Nesti Media File.

1.12 “Services” means the software-as-a-service offering accessed at www.nesti.io for the generation of personalised videos, landing pages and other content, including Nesti voice cloning, and described further in Exhibit A.

1.13 “Service Threat” exists upon Nesti’s reasonable determination that (a) there is a threat or attack on any of the Nesti IP; or (b) Customer’s or any Authorised User’s use of the Nesti IP disrupts or poses a security risk to the Nesti IP or to any other customer or vendor of Nesti; or (c) Customer, or any Authorised User, us using the Nesti IP for fraudulent or illegal activities; or (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding; or (e) Nesti’s provision of the Services (or use thereof) is prohibited by applicable law, or alleged to infringe third-party rights.

1.14 “Supplier Disruption” means any vendor of Nesti has suspended or terminated Nesti’s access to or use of any third-party services or products used by Nesti to enable Customer to access the Services.

1.15 “Nesti IP” means the Services, the Documentation, and any and all intellectual property that may be provided to Customer or any Authorised User in connection with the foregoing. Nesti IP includes Nesti Media Files and Aggregated Statistics and any information, data, or other content derived from Nesti’s monitoring of Customer’s access to or use of the Services but does not include Customer Data.

1.16 “Nesti Media File” means the media files generated through the use of the Services based on the Seeds. Nesti Media files may contain trademarks or service marks of Nesti that are words or symbols indicating Nesti as the origin of Services.

1.17 “Training” means to capture and use (including by watching and listening and processing) Seeds in order to train and improve the models that Nesti use and Services and otherwise operate the Services, and to use and store such training data as part of Nesti’s Sub Processors research datasets to analyse, maintain, and improve the Services, and for other research and development purposes.

1.18 “Use” means Customer’s internal business use in connection with the Services and is not a Prohibited Use.

1

Definitions


1.1 “Aggregated Statistics” means data and information related to a Customer’s use of the Services that is used by Nesti in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

1.2 “Authorised User” means Customer’s employees, consultants, contractors, and agents (a) who are authorised by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (b) for whom access to the Services has been purchases hereunder, and (c) with respect to whom Customer makes reasonable efforts to make aware of, and cause to comply with, this Agreement and applicable law.

1.3 “Confidential Information” means information disclosed or made available to a Part (“Recipient”) about the other Party’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and any other sensitive or proprietary information, whether orally or in written, electronic or other form, or whether or not marked, designated, or otherwise identified as “confidential”. Confidential information does not include information Recipient can demonstrate was not subject to any duty of non-disclosure, and at the time of disclosure was: (a) in the public domain; (b) known to Recipient; (c) rightfully obtained by Recipient on a non-confidential bases from a third-party; or (d) independently developed by Recipient.

1.4 “Customer Data” means information other than Aggregated Statistics and Seeds, that is submitted, posted or otherwise transmitted by or on behalf of Customer or an Authorised User through the Services.

1.5 “Documentation” means Nesti’s user manuals, welcome kit, and guides relating to the Services provided by Nesti to Customer electronically or other end user documentation relating to the Services available.

1.6 “Exhibit A” means the Nesti Services Order Form at the start of this Agreement.

1.7 “Feedback” means communications from Customer or its representatives, including for example, employees, contractors, and Authorised Users (the “Sources”) to Nesti suggesting or recommending changes to the Nesti IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like.

1.8 “Notice” means a notification or other communication hereunder that is: (a) in writing, and (b) addressed to a Part at their address set forth in the Order Form (or to such other address (or email address) as such Party may later designate pursuant to Notice), and (c) timely delivered via nationally recognised overnight courier (with all fees prepaid) providing proof of delivery, or via email if so designated, and (d) effective upon receipt of such Party.

1.9 “Prohibited Use” means any use of the Services or Documentation beyond the scope of that specifically permitted by this Agreement, including but not limited to (a) copy, modify, or create derivative works, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to software components, in whole or in part; (d) remove any proprietary marks or notices; or (e) use in any manner or for any purpose that harms or violates the rights of any personal (such as rights related to property, publicity, privacy, and defamation), or that tends to devalue the intellectual property rights of Nesti, or that violates any applicable law.

1.10 “Propagate” means to distribute (via link such as hyperlink, image link, rel link, and the like, rather than via copy of a work itself) access to a Nesti Media File.

1.11 “Seed” means an audio, video, graphic, text or other data file submitted by or on behalf of the Customer intended for use in the Creation of Nesti Media File.

1.12 “Services” means the software-as-a-service offering accessed at www.nesti.io for the generation of personalised videos, landing pages and other content, including Nesti voice cloning, and described further in Exhibit A.

1.13 “Service Threat” exists upon Nesti’s reasonable determination that (a) there is a threat or attack on any of the Nesti IP; or (b) Customer’s or any Authorised User’s use of the Nesti IP disrupts or poses a security risk to the Nesti IP or to any other customer or vendor of Nesti; or (c) Customer, or any Authorised User, us using the Nesti IP for fraudulent or illegal activities; or (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding; or (e) Nesti’s provision of the Services (or use thereof) is prohibited by applicable law, or alleged to infringe third-party rights.

1.14 “Supplier Disruption” means any vendor of Nesti has suspended or terminated Nesti’s access to or use of any third-party services or products used by Nesti to enable Customer to access the Services.

1.15 “Nesti IP” means the Services, the Documentation, and any and all intellectual property that may be provided to Customer or any Authorised User in connection with the foregoing. Nesti IP includes Nesti Media Files and Aggregated Statistics and any information, data, or other content derived from Nesti’s monitoring of Customer’s access to or use of the Services but does not include Customer Data.

1.16 “Nesti Media File” means the media files generated through the use of the Services based on the Seeds. Nesti Media files may contain trademarks or service marks of Nesti that are words or symbols indicating Nesti as the origin of Services.

1.17 “Training” means to capture and use (including by watching and listening and processing) Seeds in order to train and improve the models that Nesti use and Services and otherwise operate the Services, and to use and store such training data as part of Nesti’s Sub Processors research datasets to analyse, maintain, and improve the Services, and for other research and development purposes.

1.18 “Use” means Customer’s internal business use in connection with the Services and is not a Prohibited Use.

1

Definitions


1.1 “Aggregated Statistics” means data and information related to a Customer’s use of the Services that is used by Nesti in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

1.2 “Authorised User” means Customer’s employees, consultants, contractors, and agents (a) who are authorised by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (b) for whom access to the Services has been purchases hereunder, and (c) with respect to whom Customer makes reasonable efforts to make aware of, and cause to comply with, this Agreement and applicable law.

1.3 “Confidential Information” means information disclosed or made available to a Part (“Recipient”) about the other Party’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and any other sensitive or proprietary information, whether orally or in written, electronic or other form, or whether or not marked, designated, or otherwise identified as “confidential”. Confidential information does not include information Recipient can demonstrate was not subject to any duty of non-disclosure, and at the time of disclosure was: (a) in the public domain; (b) known to Recipient; (c) rightfully obtained by Recipient on a non-confidential bases from a third-party; or (d) independently developed by Recipient.

1.4 “Customer Data” means information other than Aggregated Statistics and Seeds, that is submitted, posted or otherwise transmitted by or on behalf of Customer or an Authorised User through the Services.

1.5 “Documentation” means Nesti’s user manuals, welcome kit, and guides relating to the Services provided by Nesti to Customer electronically or other end user documentation relating to the Services available.

1.6 “Exhibit A” means the Nesti Services Order Form at the start of this Agreement.

1.7 “Feedback” means communications from Customer or its representatives, including for example, employees, contractors, and Authorised Users (the “Sources”) to Nesti suggesting or recommending changes to the Nesti IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like.

1.8 “Notice” means a notification or other communication hereunder that is: (a) in writing, and (b) addressed to a Part at their address set forth in the Order Form (or to such other address (or email address) as such Party may later designate pursuant to Notice), and (c) timely delivered via nationally recognised overnight courier (with all fees prepaid) providing proof of delivery, or via email if so designated, and (d) effective upon receipt of such Party.

1.9 “Prohibited Use” means any use of the Services or Documentation beyond the scope of that specifically permitted by this Agreement, including but not limited to (a) copy, modify, or create derivative works, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to software components, in whole or in part; (d) remove any proprietary marks or notices; or (e) use in any manner or for any purpose that harms or violates the rights of any personal (such as rights related to property, publicity, privacy, and defamation), or that tends to devalue the intellectual property rights of Nesti, or that violates any applicable law.

1.10 “Propagate” means to distribute (via link such as hyperlink, image link, rel link, and the like, rather than via copy of a work itself) access to a Nesti Media File.

1.11 “Seed” means an audio, video, graphic, text or other data file submitted by or on behalf of the Customer intended for use in the Creation of Nesti Media File.

1.12 “Services” means the software-as-a-service offering accessed at www.nesti.io for the generation of personalised videos, landing pages and other content, including Nesti voice cloning, and described further in Exhibit A.

1.13 “Service Threat” exists upon Nesti’s reasonable determination that (a) there is a threat or attack on any of the Nesti IP; or (b) Customer’s or any Authorised User’s use of the Nesti IP disrupts or poses a security risk to the Nesti IP or to any other customer or vendor of Nesti; or (c) Customer, or any Authorised User, us using the Nesti IP for fraudulent or illegal activities; or (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding; or (e) Nesti’s provision of the Services (or use thereof) is prohibited by applicable law, or alleged to infringe third-party rights.

1.14 “Supplier Disruption” means any vendor of Nesti has suspended or terminated Nesti’s access to or use of any third-party services or products used by Nesti to enable Customer to access the Services.

1.15 “Nesti IP” means the Services, the Documentation, and any and all intellectual property that may be provided to Customer or any Authorised User in connection with the foregoing. Nesti IP includes Nesti Media Files and Aggregated Statistics and any information, data, or other content derived from Nesti’s monitoring of Customer’s access to or use of the Services but does not include Customer Data.

1.16 “Nesti Media File” means the media files generated through the use of the Services based on the Seeds. Nesti Media files may contain trademarks or service marks of Nesti that are words or symbols indicating Nesti as the origin of Services.

1.17 “Training” means to capture and use (including by watching and listening and processing) Seeds in order to train and improve the models that Nesti use and Services and otherwise operate the Services, and to use and store such training data as part of Nesti’s Sub Processors research datasets to analyse, maintain, and improve the Services, and for other research and development purposes.

1.18 “Use” means Customer’s internal business use in connection with the Services and is not a Prohibited Use.

2

Services


2.1 Provisioning. Nesti shall provide to Customer the means for Customer to create a unique username and password combination used to access the Services in the quantities set fourth at Exhibit A (the “Credentials”). Customer understands and agrees that Customer is solely responsible for the security of the Credentials, and for all activity resulting from any use thereof and its use of the Services and Documentation, including any and all Fees resulting from the foregoing.

2.2 Access. Subject to this Agreement, Nesti hereby grants Customer the non-exclusive, personal, non-transferable (except via Permitted Assignment) right: (a) for Authorised Users to Use the Services; and (b) to Use and to Propagate the Nesti Media Files for Customer’s marketing & sales purposes; and (c) to Use the Documentation for the internal support thereof.

2.3 Service Levels & Support. Subject to the terms and conditions of this Agreement, Nesti shall use commercially reasonable efforts to make the Services and Support available to deliver objectives outlined in Exhibit A during the Term.

2.4 Suspension. Notwithstanding anything to the contrary in this Agreement, Nesti may temporarily suspend Customer’s and any Authorised User’s access to any portion or all of the Services in the event of (a) a Service Threat, or (b) a Supplier Disruption, (c) a Non-Payment Period (any of the foregoing, a “Service Suspension”). Nesti shall use commercially reasonable efforts to (a) provide Notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension, and (b) resume providing access to the Services as soon as commercially reasonable (In Nesti’s own reasonable business judgement) after the event giving rise to the Service Suspension is cured.

2

Services


2.1 Provisioning. Nesti shall provide to Customer the means for Customer to create a unique username and password combination used to access the Services in the quantities set fourth at Exhibit A (the “Credentials”). Customer understands and agrees that Customer is solely responsible for the security of the Credentials, and for all activity resulting from any use thereof and its use of the Services and Documentation, including any and all Fees resulting from the foregoing.

2.2 Access. Subject to this Agreement, Nesti hereby grants Customer the non-exclusive, personal, non-transferable (except via Permitted Assignment) right: (a) for Authorised Users to Use the Services; and (b) to Use and to Propagate the Nesti Media Files for Customer’s marketing & sales purposes; and (c) to Use the Documentation for the internal support thereof.

2.3 Service Levels & Support. Subject to the terms and conditions of this Agreement, Nesti shall use commercially reasonable efforts to make the Services and Support available to deliver objectives outlined in Exhibit A during the Term.

2.4 Suspension. Notwithstanding anything to the contrary in this Agreement, Nesti may temporarily suspend Customer’s and any Authorised User’s access to any portion or all of the Services in the event of (a) a Service Threat, or (b) a Supplier Disruption, (c) a Non-Payment Period (any of the foregoing, a “Service Suspension”). Nesti shall use commercially reasonable efforts to (a) provide Notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension, and (b) resume providing access to the Services as soon as commercially reasonable (In Nesti’s own reasonable business judgement) after the event giving rise to the Service Suspension is cured.

2

Services


2.1 Provisioning. Nesti shall provide to Customer the means for Customer to create a unique username and password combination used to access the Services in the quantities set fourth at Exhibit A (the “Credentials”). Customer understands and agrees that Customer is solely responsible for the security of the Credentials, and for all activity resulting from any use thereof and its use of the Services and Documentation, including any and all Fees resulting from the foregoing.

2.2 Access. Subject to this Agreement, Nesti hereby grants Customer the non-exclusive, personal, non-transferable (except via Permitted Assignment) right: (a) for Authorised Users to Use the Services; and (b) to Use and to Propagate the Nesti Media Files for Customer’s marketing & sales purposes; and (c) to Use the Documentation for the internal support thereof.

2.3 Service Levels & Support. Subject to the terms and conditions of this Agreement, Nesti shall use commercially reasonable efforts to make the Services and Support available to deliver objectives outlined in Exhibit A during the Term.

2.4 Suspension. Notwithstanding anything to the contrary in this Agreement, Nesti may temporarily suspend Customer’s and any Authorised User’s access to any portion or all of the Services in the event of (a) a Service Threat, or (b) a Supplier Disruption, (c) a Non-Payment Period (any of the foregoing, a “Service Suspension”). Nesti shall use commercially reasonable efforts to (a) provide Notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension, and (b) resume providing access to the Services as soon as commercially reasonable (In Nesti’s own reasonable business judgement) after the event giving rise to the Service Suspension is cured.

3

Data Use


3.1 Privacy Policy. Customer acknowledges and agrees that all use of the Services is subject to the Nesti Privacy Policy, which may be periodically updated.

3.2 Seed Submission. Customer and all Authorised Users hereby consent to Nesti’s use of Seeds for Training. Authorised Users will be presented with confirmation of consent to capture and use Customer’s voice, text, and video in order to train and improve the Services and otherwise operate the Services.

3.3 Third Parties. Nesti may share Seeds and Nesti Media Files with third parties in order to complete Services objectives.

3.4 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Nesti may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. Customer acknowledges that Nesti may compile Aggregates Statistics based on Customer Data input into the Services. Customer agrees that Nesti may (a) make Aggregates Statistics publicly available in compliance with the applicable law, and (b) use Aggregates Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregates Statistics do not identify Customer of Customer’s Confidential Information.

3.5 Grant of Rights. Subject to this Agreement, Customer and Authorised Users hereby grant to Nesti the non-exclusive, paid-up, worldwide rights and licence to make all uses of Customer Data, Seeds, and Nesti media Files as Nesti, in its own reasonable business judgement, considers necessary to: (a) provide Services to Customer, and (b) conducting Training and, (c) make and use Aggregates Statistics as permitted herein.

3.6 Feedback. Customer hereby assigns to Nesti on behalf of itself and the Sources, all right, title, and interest in Feedback. Accordingly, Customer understands and agrees that Nesti is free to use, without any attribution or compensation to any part, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.

3

Data Use


3.1 Privacy Policy. Customer acknowledges and agrees that all use of the Services is subject to the Nesti Privacy Policy, which may be periodically updated.

3.2 Seed Submission. Customer and all Authorised Users hereby consent to Nesti’s use of Seeds for Training. Authorised Users will be presented with confirmation of consent to capture and use Customer’s voice, text, and video in order to train and improve the Services and otherwise operate the Services.

3.3 Third Parties. Nesti may share Seeds and Nesti Media Files with third parties in order to complete Services objectives.

3.4 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Nesti may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. Customer acknowledges that Nesti may compile Aggregates Statistics based on Customer Data input into the Services. Customer agrees that Nesti may (a) make Aggregates Statistics publicly available in compliance with the applicable law, and (b) use Aggregates Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregates Statistics do not identify Customer of Customer’s Confidential Information.

3.5 Grant of Rights. Subject to this Agreement, Customer and Authorised Users hereby grant to Nesti the non-exclusive, paid-up, worldwide rights and licence to make all uses of Customer Data, Seeds, and Nesti media Files as Nesti, in its own reasonable business judgement, considers necessary to: (a) provide Services to Customer, and (b) conducting Training and, (c) make and use Aggregates Statistics as permitted herein.

3.6 Feedback. Customer hereby assigns to Nesti on behalf of itself and the Sources, all right, title, and interest in Feedback. Accordingly, Customer understands and agrees that Nesti is free to use, without any attribution or compensation to any part, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.

3

Data Use


3.1 Privacy Policy. Customer acknowledges and agrees that all use of the Services is subject to the Nesti Privacy Policy, which may be periodically updated.

3.2 Seed Submission. Customer and all Authorised Users hereby consent to Nesti’s use of Seeds for Training. Authorised Users will be presented with confirmation of consent to capture and use Customer’s voice, text, and video in order to train and improve the Services and otherwise operate the Services.

3.3 Third Parties. Nesti may share Seeds and Nesti Media Files with third parties in order to complete Services objectives.

3.4 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Nesti may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. Customer acknowledges that Nesti may compile Aggregates Statistics based on Customer Data input into the Services. Customer agrees that Nesti may (a) make Aggregates Statistics publicly available in compliance with the applicable law, and (b) use Aggregates Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregates Statistics do not identify Customer of Customer’s Confidential Information.

3.5 Grant of Rights. Subject to this Agreement, Customer and Authorised Users hereby grant to Nesti the non-exclusive, paid-up, worldwide rights and licence to make all uses of Customer Data, Seeds, and Nesti media Files as Nesti, in its own reasonable business judgement, considers necessary to: (a) provide Services to Customer, and (b) conducting Training and, (c) make and use Aggregates Statistics as permitted herein.

3.6 Feedback. Customer hereby assigns to Nesti on behalf of itself and the Sources, all right, title, and interest in Feedback. Accordingly, Customer understands and agrees that Nesti is free to use, without any attribution or compensation to any part, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.

4

Payment


Customer shall pay Nesti the fees (“Fees”) as set forth in Exhibit A without offset or deduction. Customer shall make all payments hereunder in British Pounds, on or before the due date set forth in Exhibit A (“Due Date”). If Customer fails for thirty (30) days to not make the payment at issue and is not subject to a good-faith dispute by Customer, Nesti may suspend Customer’s and its Authorised Users’ access to any portion or all of the Services until such amounts are paid in full (a “Non-Payment Period”). All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by a local government or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Nesti’s income. 

Nesti reserves the right to adjust the pricing for the Services. If there is a change in pricing, Nesti will provide Customer with at least thirty (30) days' written notice prior to the new pricing taking effect. Any such adjustments will apply to subsequent billing periods following the notice period. Pricing adjustments may be made due to factors including, but not limited to, changes in market conditions, costs of providing the Services, and the addition of new features or enhancements.

4

Payment


Customer shall pay Nesti the fees (“Fees”) as set forth in Exhibit A without offset or deduction. Customer shall make all payments hereunder in British Pounds, on or before the due date set forth in Exhibit A (“Due Date”). If Customer fails for thirty (30) days to not make the payment at issue and is not subject to a good-faith dispute by Customer, Nesti may suspend Customer’s and its Authorised Users’ access to any portion or all of the Services until such amounts are paid in full (a “Non-Payment Period”). All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by a local government or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Nesti’s income. 

Nesti reserves the right to adjust the pricing for the Services. If there is a change in pricing, Nesti will provide Customer with at least thirty (30) days' written notice prior to the new pricing taking effect. Any such adjustments will apply to subsequent billing periods following the notice period. Pricing adjustments may be made due to factors including, but not limited to, changes in market conditions, costs of providing the Services, and the addition of new features or enhancements.

4

Payment


Customer shall pay Nesti the fees (“Fees”) as set forth in Exhibit A without offset or deduction. Customer shall make all payments hereunder in British Pounds, on or before the due date set forth in Exhibit A (“Due Date”). If Customer fails for thirty (30) days to not make the payment at issue and is not subject to a good-faith dispute by Customer, Nesti may suspend Customer’s and its Authorised Users’ access to any portion or all of the Services until such amounts are paid in full (a “Non-Payment Period”). All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by a local government or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Nesti’s income. 

Nesti reserves the right to adjust the pricing for the Services. If there is a change in pricing, Nesti will provide Customer with at least thirty (30) days' written notice prior to the new pricing taking effect. Any such adjustments will apply to subsequent billing periods following the notice period. Pricing adjustments may be made due to factors including, but not limited to, changes in market conditions, costs of providing the Services, and the addition of new features or enhancements.

5

Confidential Information


Recipient shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to Recipient’s employees who have a need to know the Confidential Information for Recipient to exercise its right or perform its obligations hereunder. 

Notwithstanding the foregoing, a Recipient may disclose Confidential Information to the limited extent required (a) to comply with the valid order of a court or other governmental body of competent jurisdiction, or as otherwise necessary to comply with applicable law, provided that such Recipient shall first have given written notice to the other Part and made a reasonable effort to obtain a protective order; or (b) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of this Agreement, each Recipient shall promptly return to the disclosing Party and disclosing Party’s Confidential Information or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.

5

Confidential Information


Recipient shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to Recipient’s employees who have a need to know the Confidential Information for Recipient to exercise its right or perform its obligations hereunder. 

Notwithstanding the foregoing, a Recipient may disclose Confidential Information to the limited extent required (a) to comply with the valid order of a court or other governmental body of competent jurisdiction, or as otherwise necessary to comply with applicable law, provided that such Recipient shall first have given written notice to the other Part and made a reasonable effort to obtain a protective order; or (b) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of this Agreement, each Recipient shall promptly return to the disclosing Party and disclosing Party’s Confidential Information or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.

5

Confidential Information


Recipient shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to Recipient’s employees who have a need to know the Confidential Information for Recipient to exercise its right or perform its obligations hereunder. 

Notwithstanding the foregoing, a Recipient may disclose Confidential Information to the limited extent required (a) to comply with the valid order of a court or other governmental body of competent jurisdiction, or as otherwise necessary to comply with applicable law, provided that such Recipient shall first have given written notice to the other Part and made a reasonable effort to obtain a protective order; or (b) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of this Agreement, each Recipient shall promptly return to the disclosing Party and disclosing Party’s Confidential Information or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.

6

Representations and Warranties


6.1 Submission of Seeds. Customer and each Authorised User represent and warrant that it has all rights, permissions and licences required for the submission of Seeds to the Service.

6.2 Trademark Usage. Customer represents and warrants that it will not use terms or marks that contribute to confusion between them and Company's trademarks.

6.3 DISCLAIMER OF WARRANTY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF QUALITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND SUCH IMPLIED WARRANTIES, AND ANY OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS AND TERMS, EXPRESSED OR IMPLIED (AND WHETHER IMPLIED BY STATUTE, COMMON LAW, COURSE OF DEALING, TRADE USAGE OR OTHERWISE) ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

NESTI MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREFOR OR ANY THIRD-PARTY PRODUCTS, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, COMPLY WITH REGULATORY REQUIREMENTS, APPEAR PRECISELY AS DESCRIBED IN THE DOCUMENTATION, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, THE SERVICES ARE NOT SPECIFICALLY DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN FACILITIES OR ENVIRONMENTS REQUIRING FAILSAFE PERFORMANCE.

CUSTOMER AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE USE OF THE SERVICES.

6

Representations and Warranties


6.1 Submission of Seeds. Customer and each Authorised User represent and warrant that it has all rights, permissions and licences required for the submission of Seeds to the Service.

6.2 Trademark Usage. Customer represents and warrants that it will not use terms or marks that contribute to confusion between them and Company's trademarks.

6.3 DISCLAIMER OF WARRANTY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF QUALITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND SUCH IMPLIED WARRANTIES, AND ANY OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS AND TERMS, EXPRESSED OR IMPLIED (AND WHETHER IMPLIED BY STATUTE, COMMON LAW, COURSE OF DEALING, TRADE USAGE OR OTHERWISE) ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

NESTI MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREFOR OR ANY THIRD-PARTY PRODUCTS, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, COMPLY WITH REGULATORY REQUIREMENTS, APPEAR PRECISELY AS DESCRIBED IN THE DOCUMENTATION, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, THE SERVICES ARE NOT SPECIFICALLY DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN FACILITIES OR ENVIRONMENTS REQUIRING FAILSAFE PERFORMANCE.

CUSTOMER AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE USE OF THE SERVICES.

6

Representations and Warranties


6.1 Submission of Seeds. Customer and each Authorised User represent and warrant that it has all rights, permissions and licences required for the submission of Seeds to the Service.

6.2 Trademark Usage. Customer represents and warrants that it will not use terms or marks that contribute to confusion between them and Company's trademarks.

6.3 DISCLAIMER OF WARRANTY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF QUALITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND SUCH IMPLIED WARRANTIES, AND ANY OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS AND TERMS, EXPRESSED OR IMPLIED (AND WHETHER IMPLIED BY STATUTE, COMMON LAW, COURSE OF DEALING, TRADE USAGE OR OTHERWISE) ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

NESTI MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREFOR OR ANY THIRD-PARTY PRODUCTS, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, COMPLY WITH REGULATORY REQUIREMENTS, APPEAR PRECISELY AS DESCRIBED IN THE DOCUMENTATION, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, THE SERVICES ARE NOT SPECIFICALLY DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN FACILITIES OR ENVIRONMENTS REQUIRING FAILSAFE PERFORMANCE.

CUSTOMER AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE USE OF THE SERVICES.

7

Indemnification


7.1 Nesti Indemnification. In the event of any third-party claim against Customer alleging intellectual property infringement by the Services or Customer’s use thereof (an “Allegation”), Customer shall provide Notice thereof to Nesti, and shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from a final judgement of a court of competent jurisdiction from which no further appeals are possible with respect to an Allegation; provided that (a) the Allegation is based on UK intellectual property rights, and (b) Customer provides Nesti Notice of the underlying Allegation, cooperates with Nesti, and allows Nesti sole authority to control the defense and settlement of such claim, and (c) the Allegation does not arise in connection with the use of the Services in combination with other products or unauthorised Seeds, or modifications to the Services not made by Nesti, or Customer Data, or Prohibited Users. THIS PARAGRAPH SETS FORTH CUSTOMER’S SOLE REMEDIES AND NESTI’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

7.2 Customer Indemnification. Customer shall indemnify, hold harmless, and, at Nesti’s option, defend Nesti from and against any Losses resulting from any third-party claim that Customer Data, Seeds, or Nesti Media Files, or use thereof in accordance with this Agreement, harms or violates the rights (such as rights relating property, publicity, privacy, and defamation) of any such third party, and any third-party claim related to Customer’s or any Authorised User’s (a) negligence or willful misconduct, (b) use of the Services in a manner not authorised by this Agreement, (c) use Nesti Media Files, (d) use of the Services or Seeds not made by Nesti; provided however, that Customer may not settle any third-party claim against Nesti unless Nesti consents to such settlement, and further provided that Nesti will have the right, at its option, to defend itself against any third-party claim or to participate in the defense thereof by counsel of its own choice.

7

Indemnification


7.1 Nesti Indemnification. In the event of any third-party claim against Customer alleging intellectual property infringement by the Services or Customer’s use thereof (an “Allegation”), Customer shall provide Notice thereof to Nesti, and shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from a final judgement of a court of competent jurisdiction from which no further appeals are possible with respect to an Allegation; provided that (a) the Allegation is based on UK intellectual property rights, and (b) Customer provides Nesti Notice of the underlying Allegation, cooperates with Nesti, and allows Nesti sole authority to control the defense and settlement of such claim, and (c) the Allegation does not arise in connection with the use of the Services in combination with other products or unauthorised Seeds, or modifications to the Services not made by Nesti, or Customer Data, or Prohibited Users. THIS PARAGRAPH SETS FORTH CUSTOMER’S SOLE REMEDIES AND NESTI’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

7.2 Customer Indemnification. Customer shall indemnify, hold harmless, and, at Nesti’s option, defend Nesti from and against any Losses resulting from any third-party claim that Customer Data, Seeds, or Nesti Media Files, or use thereof in accordance with this Agreement, harms or violates the rights (such as rights relating property, publicity, privacy, and defamation) of any such third party, and any third-party claim related to Customer’s or any Authorised User’s (a) negligence or willful misconduct, (b) use of the Services in a manner not authorised by this Agreement, (c) use Nesti Media Files, (d) use of the Services or Seeds not made by Nesti; provided however, that Customer may not settle any third-party claim against Nesti unless Nesti consents to such settlement, and further provided that Nesti will have the right, at its option, to defend itself against any third-party claim or to participate in the defense thereof by counsel of its own choice.

7

Indemnification


7.1 Nesti Indemnification. In the event of any third-party claim against Customer alleging intellectual property infringement by the Services or Customer’s use thereof (an “Allegation”), Customer shall provide Notice thereof to Nesti, and shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from a final judgement of a court of competent jurisdiction from which no further appeals are possible with respect to an Allegation; provided that (a) the Allegation is based on UK intellectual property rights, and (b) Customer provides Nesti Notice of the underlying Allegation, cooperates with Nesti, and allows Nesti sole authority to control the defense and settlement of such claim, and (c) the Allegation does not arise in connection with the use of the Services in combination with other products or unauthorised Seeds, or modifications to the Services not made by Nesti, or Customer Data, or Prohibited Users. THIS PARAGRAPH SETS FORTH CUSTOMER’S SOLE REMEDIES AND NESTI’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

7.2 Customer Indemnification. Customer shall indemnify, hold harmless, and, at Nesti’s option, defend Nesti from and against any Losses resulting from any third-party claim that Customer Data, Seeds, or Nesti Media Files, or use thereof in accordance with this Agreement, harms or violates the rights (such as rights relating property, publicity, privacy, and defamation) of any such third party, and any third-party claim related to Customer’s or any Authorised User’s (a) negligence or willful misconduct, (b) use of the Services in a manner not authorised by this Agreement, (c) use Nesti Media Files, (d) use of the Services or Seeds not made by Nesti; provided however, that Customer may not settle any third-party claim against Nesti unless Nesti consents to such settlement, and further provided that Nesti will have the right, at its option, to defend itself against any third-party claim or to participate in the defense thereof by counsel of its own choice.

8

Limitations of Liability


IN NO EVENT WILL NESTI BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, INCLUDING FOR EXAMPLE ANY OF THE FOREGOING RESULTING FROM A SERVICE SUSPENSION; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER NESTI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL NESTI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE 

THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO NESTI UNDER THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING IRISE TO THE CLAIM OR £100,000, WHICHEVER IS LESS.

8

Limitations of Liability


IN NO EVENT WILL NESTI BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, INCLUDING FOR EXAMPLE ANY OF THE FOREGOING RESULTING FROM A SERVICE SUSPENSION; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER NESTI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL NESTI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE 

THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO NESTI UNDER THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING IRISE TO THE CLAIM OR £100,000, WHICHEVER IS LESS.

8

Limitations of Liability


IN NO EVENT WILL NESTI BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, INCLUDING FOR EXAMPLE ANY OF THE FOREGOING RESULTING FROM A SERVICE SUSPENSION; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER NESTI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL NESTI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE 

THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO NESTI UNDER THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING IRISE TO THE CLAIM OR £100,000, WHICHEVER IS LESS.

9

Term and Termination


9.1 Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant of this Agreement’s expressive provisions, will continue in effect for the Initial Term specified in Exhibit A. This Agreement will automatically renew (for consecutive periods equivalent in length to the Initial Term) unless earlier terminated pursuant to this Agreement’s express provisions or either Part gives the other Party Notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).

9.2 Termination. Upon Notice: (a) Nesti may terminate this Agreement in the event of a Non-Payment Period of greater than ten days, or Customer breaches any of its obligations under Section 2.2 “Access”, or Section 5 “Confidential Information”, Nesti determines that it is commercially appropriate due to a Service Suspension; and (b) either Party may terminate this Agreement if the other Party materially breaches this Agreement and such breach is incapable of cure, or (if capable of cure) remains uncured thirty days after the non-breaching Party provides the breaching Party with Notice of such breach.

9

Term and Termination


9.1 Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant of this Agreement’s expressive provisions, will continue in effect for the Initial Term specified in Exhibit A. This Agreement will automatically renew (for consecutive periods equivalent in length to the Initial Term) unless earlier terminated pursuant to this Agreement’s express provisions or either Part gives the other Party Notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).

9.2 Termination. Upon Notice: (a) Nesti may terminate this Agreement in the event of a Non-Payment Period of greater than ten days, or Customer breaches any of its obligations under Section 2.2 “Access”, or Section 5 “Confidential Information”, Nesti determines that it is commercially appropriate due to a Service Suspension; and (b) either Party may terminate this Agreement if the other Party materially breaches this Agreement and such breach is incapable of cure, or (if capable of cure) remains uncured thirty days after the non-breaching Party provides the breaching Party with Notice of such breach.

9

Term and Termination


9.1 Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant of this Agreement’s expressive provisions, will continue in effect for the Initial Term specified in Exhibit A. This Agreement will automatically renew (for consecutive periods equivalent in length to the Initial Term) unless earlier terminated pursuant to this Agreement’s express provisions or either Part gives the other Party Notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).

9.2 Termination. Upon Notice: (a) Nesti may terminate this Agreement in the event of a Non-Payment Period of greater than ten days, or Customer breaches any of its obligations under Section 2.2 “Access”, or Section 5 “Confidential Information”, Nesti determines that it is commercially appropriate due to a Service Suspension; and (b) either Party may terminate this Agreement if the other Party materially breaches this Agreement and such breach is incapable of cure, or (if capable of cure) remains uncured thirty days after the non-breaching Party provides the breaching Party with Notice of such breach.

10

General


10.1 Entire Agreement. This Nesti Standard Terms & Conditions together with its exhibits and the attached Order Form (this “Agreement”) constitute the sole and entire agreement of the Parties with respect to the subject matter thereof, and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Data; and (iii) third, any other documents incorporated herein by reference.

10.2 Force Majeure. In no event shall Nesti be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this, if and to the extent such failure or delay is caused by any circumstances beyond Nesti’s reasonable control, including but not limited to acts of Good, flood, fire, earthquakes, other potential disasters, or catastrophes, such as epidemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

10.3 Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorised representative of each Party. 

No waiver by any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will be preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

10.4 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

10.5 Dispute Resolution.

This Agreement is governed by and construed in accordance with the laws of England & Wales, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of England & Wales. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licences granted hereunder will be instituted exclusively in the courts of England & Wales, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

To the maximum extent permitted by applicable law, the Parties agree to only bring disputes in an individual capacity and shall not; (a) seek to bring, join, or participate in any class or representative action, collective, or class-wide arbitration, or any other action where any individual or entity acts in a representative capacity (e.g., privacy attorney general actions); or (b) consolidate or combine individual proceedings or permit an arbitrator to do so without express consent of all Parties of this Agreement and all other actions or arbitrations.

Customer acknowledges and agrees that a breach or threatened breach of its obligations with respect to confidentiality or Prohibited Use would cause Nesti irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach of threatened breach, Nesti will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

10.6 Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, by operation of law or otherwise, without the prior written consent of Nesti (a “Permitted Assignment”), which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Agreement will be null and void. No assignment or delegation will relieve the assigning or delegating Part of any of its obligations hereunder. This Agreement is binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

10.7 Export Regulation. Customer shall comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export licences or other governmental approval), that prohibit or restrict the export or re-export of the Services or ay Nesti Media Files outside of the United Kingdom and the European Union.

10.8 UK Government Rights. Each of the Documentation and the software components that constitute the Services is considered a “commercial item” as that term is understood in relevant UK government procurement regulations. Accordingly, if Customer is an agency of the UK Government or any contractors therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with the applicable UK Government procurement regulations and guidelines.

10

General


10.1 Entire Agreement. This Nesti Standard Terms & Conditions together with its exhibits and the attached Order Form (this “Agreement”) constitute the sole and entire agreement of the Parties with respect to the subject matter thereof, and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Data; and (iii) third, any other documents incorporated herein by reference.

10.2 Force Majeure. In no event shall Nesti be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this, if and to the extent such failure or delay is caused by any circumstances beyond Nesti’s reasonable control, including but not limited to acts of Good, flood, fire, earthquakes, other potential disasters, or catastrophes, such as epidemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

10.3 Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorised representative of each Party. 

No waiver by any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will be preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

10.4 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

10.5 Dispute Resolution.

This Agreement is governed by and construed in accordance with the laws of England & Wales, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of England & Wales. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licences granted hereunder will be instituted exclusively in the courts of England & Wales, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

To the maximum extent permitted by applicable law, the Parties agree to only bring disputes in an individual capacity and shall not; (a) seek to bring, join, or participate in any class or representative action, collective, or class-wide arbitration, or any other action where any individual or entity acts in a representative capacity (e.g., privacy attorney general actions); or (b) consolidate or combine individual proceedings or permit an arbitrator to do so without express consent of all Parties of this Agreement and all other actions or arbitrations.

Customer acknowledges and agrees that a breach or threatened breach of its obligations with respect to confidentiality or Prohibited Use would cause Nesti irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach of threatened breach, Nesti will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

10.6 Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, by operation of law or otherwise, without the prior written consent of Nesti (a “Permitted Assignment”), which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Agreement will be null and void. No assignment or delegation will relieve the assigning or delegating Part of any of its obligations hereunder. This Agreement is binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

10.7 Export Regulation. Customer shall comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export licences or other governmental approval), that prohibit or restrict the export or re-export of the Services or ay Nesti Media Files outside of the United Kingdom and the European Union.

10.8 UK Government Rights. Each of the Documentation and the software components that constitute the Services is considered a “commercial item” as that term is understood in relevant UK government procurement regulations. Accordingly, if Customer is an agency of the UK Government or any contractors therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with the applicable UK Government procurement regulations and guidelines.

10

General


10.1 Entire Agreement. This Nesti Standard Terms & Conditions together with its exhibits and the attached Order Form (this “Agreement”) constitute the sole and entire agreement of the Parties with respect to the subject matter thereof, and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Data; and (iii) third, any other documents incorporated herein by reference.

10.2 Force Majeure. In no event shall Nesti be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this, if and to the extent such failure or delay is caused by any circumstances beyond Nesti’s reasonable control, including but not limited to acts of Good, flood, fire, earthquakes, other potential disasters, or catastrophes, such as epidemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

10.3 Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorised representative of each Party. 

No waiver by any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will be preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

10.4 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

10.5 Dispute Resolution.

This Agreement is governed by and construed in accordance with the laws of England & Wales, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of England & Wales. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licences granted hereunder will be instituted exclusively in the courts of England & Wales, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

To the maximum extent permitted by applicable law, the Parties agree to only bring disputes in an individual capacity and shall not; (a) seek to bring, join, or participate in any class or representative action, collective, or class-wide arbitration, or any other action where any individual or entity acts in a representative capacity (e.g., privacy attorney general actions); or (b) consolidate or combine individual proceedings or permit an arbitrator to do so without express consent of all Parties of this Agreement and all other actions or arbitrations.

Customer acknowledges and agrees that a breach or threatened breach of its obligations with respect to confidentiality or Prohibited Use would cause Nesti irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach of threatened breach, Nesti will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

10.6 Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, by operation of law or otherwise, without the prior written consent of Nesti (a “Permitted Assignment”), which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Agreement will be null and void. No assignment or delegation will relieve the assigning or delegating Part of any of its obligations hereunder. This Agreement is binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

10.7 Export Regulation. Customer shall comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export licences or other governmental approval), that prohibit or restrict the export or re-export of the Services or ay Nesti Media Files outside of the United Kingdom and the European Union.

10.8 UK Government Rights. Each of the Documentation and the software components that constitute the Services is considered a “commercial item” as that term is understood in relevant UK government procurement regulations. Accordingly, if Customer is an agency of the UK Government or any contractors therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with the applicable UK Government procurement regulations and guidelines.

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Contact Us


For questions about our terms & conditions, please contact luke@nesti.io.

11

Contact Us


For questions about our terms & conditions, please contact luke@nesti.io.

11

Contact Us


For questions about our terms & conditions, please contact luke@nesti.io.

ANNOUNCEMENT

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ANNOUNCEMENT

We've Closed Our Pre-Seed Funding Round.

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ANNOUNCEMENT

We've Closed Our Pre-Seed Funding Round.

Learn more