Terms and Conditions

TENEO DEVELOPERS TERMS AND CONDITIONS

This Agreement governs the access to, and use of, Teneo Developers.

The agreement by you to be bound by the terms and conditions of this Agreement (and any modification to this Agreement) is acknowledged by clicking the "Sign up" button set out below. If you are entering into this Agreement on behalf of a company or other legal entity, and if applicable, its affiliates, you represent that you have the legal authority to bind such company or other legal entity and, if applicable, its affiliates to this Agreement.

If you do not have such legal authority, or you do not agree to the terms of this Agreement, please do not click "Sign up" and immediately discontinue use of Teneo Developers.
Once acknowledged, this Agreement will constitute a binding and enforceable legal agreement between AS and you, such company or other legal entity, and if applicable, its affiliates (collectively referred to as the "Developer"). This Agreement sets out the terms on which AS grants to the Developer access to, and use of, Teneo Developers, free of charge.

1. DEFINITIONS AND INTERPRETATION

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"Agreement" means, together: (i) these terms and conditions; (ii) all other terms and conditions applicable to any technical resources provided or made available to Developer by AS through Teneo Developers, and any variations to (i) or (ii);
"AS" means Artificial Solutions International AB;
"Teneo Developers" means the AS developer area resource centre located at www.teneo.ai and all technical resources provided or made available by AS in connection with the Teneo Developers resource centre, including the Software, Documentation and Source Code Materials;
"Data Protection Laws" means all laws, regulations, regulatory requirements, guidance and codes of practice, including Regulation (EU) 2016/679 (GDPR) and the UK equivalent, applicable to the processing of personal data (as amended and/or replaced from time to time). The terms "personal data", "processor", "data subject", "process", and "controller" are as defined in the Data Protection Laws;
"Documentation" means any operating manuals, Developer instructions, technical literature, materials and information relating to the Software, Source Code Materials, any other aspect of Teneo Developers or any AS services in printed or electronic form provided or made available by AS to Developer;
"Export Controls & Sanctions Rules" means all applicable export control and trade sanctions laws, regulations, rules and licences, including the Export Administration Regulations (15 CFR 730-774), the International Traffic in Arms Regulations (22 CFR 120-130) and the various economic sanctions regulations administered by the US Department of the Treasury (31 CFR 500-600), and the EU Dual Use Regulation (Regulation (EC) 428/2009, as amended or replaced) and other applicable sanctions regulations in the US, EU, UK and other applicable jurisdictions;
"Intellectual Property Rights" means all intellectual property rights, including, but not limited to, patents, trade secrets, trade marks, service marks, trade or business names, copyrights and other rights in works of authorship (including rights in computer software), moral and artists’ rights, design rights, domain names, know-how and database rights whether any of the foregoing are registered or unregistered and all rights or forms of protection of a similar nature in any country;
"Objective" means evaluation and testing of the Software for use in connection with the Developer's business, prior to entering a full licence agreement for the Software;
"Party" means Developer or AS, and "Parties" means both Developer and AS;
"Software" means the Teneo software provided at www.teneo.ai, including any and all upgrades, new releases, or modifications made to such software; and
"Source Code Materials" means the source code of the Software and all related Documentation.

2. LICENCE

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2.1 Subject to the restrictions detailed in Clause 4, AS grants to the Developer a royalty free, non-exclusive, non-transferable, non-sub-licensable and revocable licence to access and use Teneo Developers solely for the purposes of the Objective for a period of three months (the "Term").
2.2 The Developer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer.
2.3 AS may, at any time, in its sole discretion and without any notice to Developer, change, suspend or discontinue Developer's access to all or part of Teneo Developers.
2.4 AS reserves the right to make changes to Teneo Developers at any time, in whole or in part, for any reason and without limitation. In addition, AS may upgrade or modify Teneo Developers, or any services offered in connection with Teneo Developers and such upgrades or modifications may require Developer to make changes to its internal hardware and software systems in order to continue using Teneo Developers. The Developer acknowledges that its failure to make any such change or upgrade may result in it being unable to continue using Teneo Developers.
2.5 The Developer shall comply with all laws or regulations applicable to its access to, or use of, Teneo Developers. The Developer shall not use Teneo Developers in any manner, nor create any application using Teneo Developers, that is unlawful, infringes, violates or misappropriates the Intellectual Property Rights of any third party, or promotes any harmful or illegal activities.
2.6 The Developer shall not interfere or attempt to interfere in any manner with the functionality or proper working of Teneo Developers. If any application developed by the Developer using Teneo Developers is suspected or determined by AS, in its sole discretion, to create such interference or to otherwise be unsuitable or incompatible with Teneo Developers, AS may, without any notice to the Developer, suspend or terminate, in whole or in part, the Developer's access to Teneo Developers.
2.7 The Developer shall, in connection with Teneo Developers, communicate to AS any recommendations, comments, suggestions or other information relating to improvements to Teneo Developers (collectively, "Feedback"). AS shall own all right, title, and interest in and to the Feedback, AS shall be entitled to use the Feedback without restriction or further compensation to the Developer.

3. OUT OF SCOPE

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3.1 For the avoidance of doubt, AS shall be under no obligation to provide maintenance and support services in relation to Developer's use of Teneo Developers.

4. USE OF TENEO DEVELOPERS

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4.1 The Developer shall:
4.1.1        only use Teneo Developers for the purposes of the Objective; and
4.1.2        not allow any third party to use Teneo Developers in any way whatsoever without the prior written consent of AS.
4.2 Except to the extent permitted by applicable law, the Developer shall not itself, nor shall it permit any third party to (or attempt to), copy, modify, alter, improve, enhance, make error corrections, decompile, translate, adapt, reverse engineer or disassemble Teneo Developers.
4.3 The Developer shall not: (a) sub-license, sell, loan, rent, or lease any portion of Teneo Developers to any third party or assign or novate the benefit or burden of this Agreement in whole or in part; (b) allow Teneo Developers to become the subject of any charge, lien or encumbrance; or (c) deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of AS.
4.4 The Developer warrants that the name, address and account information (including legal entity name) that it provides when it registers for Teneo Developers is correct and the Developer shall immediately notify AS of any changes in its name, address and/or account information details.
4.5 The Developer is responsible for maintaining the confidentiality and security of its Developer Area account Developer name and password, and is fully responsible for all activities that occur under its account.
4.6 The Developer shall follow the instructions provided by AS from time to time governing the use of Teneo Developers and/or any services offered by AS through Teneo Developers.
4.7 The Developer shall not use, or allow any applications created by the Developer, in any manner which will or is likely to adversely affect the functionality of Teneo Developers, or allow third parties access to Teneo Developers.
4.8 Upon AS’ request, the Developer shall provide AS with such information and/or personnel necessary for AS to comply with its obligations under this Agreement.
4.9 AS will have the right to audit the Developer’s use of Teneo Developers and the Developer's performance of its obligations under this Agreement. To the extent required by AS, the Developer will allow AS’s auditors to have access to its premises, computer systems and all documentation relating to the performance of its obligations, together with the assistance of appropriate employees to assist such audit staff in the performance of such an audit.

5. INTELLECTUAL PROPERTY RIGHTS

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5.1 The Developer acknowledges that all Intellectual Property Rights in and to Teneo Developers belong to AS. The Developer shall have no rights in or to Teneo Developers other than the rights granted in this Agreement.
5.2 If the Developer makes any alteration, improvement, enhancement or other modification to Teneo Developers in breach of this Agreement, the Developer hereby assigns by way of present assignment of future rights all Intellectual Property Rights in such modification to AS with full title guarantee. The Developer shall provide full details to AS of such alterations, improvements, enhancements and/or other modifications and Developer must promptly remove the same at AS’s request.
5.3 The Developer shall give prompt notice to AS if the Developer becomes aware of any unauthorised use or exploitation of the whole or any part of Teneo Developers and shall provide AS with all necessary assistance in preventing and/or remedying such unauthorised use or exploitation.
5.4 The Developer hereby grants to AS a worldwide licence to use, adapt copy or modify any data or material derived from the Developer's use of Teneo Developers for incorporation into AS's proprietary software and services from time to time.
5.5 The Developer will not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within Teneo Developers.

6. DEVELOPMENT AREA IMPROVEMENTS

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6.1 Nothing in this Agreement will restrict AS' right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies that the Developer may develop, produce, market, or distribute.

7. USER GENERATED CONTENT

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7.1 The Developer agrees that any materials, comments, suggestions or other information that Developer posts or otherwise makes available on or through Teneo Developers ("User Generated Content") shall be considered non-confidential.
7.2 The Developer confirms that it owns or controls all rights in any User Generated Content that it posts or submits on or through Teneo Developers, and agrees not to submit User Generated Content unless it is the owner or has permission of the owner to post such User Generated Content.
7.3 In posting or otherwise making available User Generated Content on Teneo Developers, Developer agrees: (i) not to post unlawful, defamatory, threatening, abusive, inappropriate or offensive content or any Personal Data and (ii) to comply with all applicable laws, statues, and regulations from time to time in force.
7.4 AS reserves the right to monitor any User Generated Content and, at its sole discretion and without prior notice, remove or otherwise block any material posted. However, AS has no obligation to prescreen, monitor, edit or remove User Generated Content and assumes no responsibility for User Generated Content, even where it chooses to carry out prescreening, monitoring, editing or removal of User Generated Content.

8. NO WARRANTIES

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8.1 To the extent permitted by law, AS provides Teneo Developers on an "AS-IS" basis only and no warranties, conditions or representations (express or implied by statute or otherwise) are given in respect of Teneo Developers, the Software, the Documentation or Source Code Materials (including implied warranties of satisfactory quality and fitness for purpose).

9. LIMITATION OF LIABILITY

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9.1 Except in respect of claims for fraudulent misrepresentation or for death or personal injury arising from AS’s negligence, AS excludes all liability for the following: (i) loss of data or use; (ii) loss of revenue; (iii) loss of profits; (iv) loss of anticipated savings; (v) loss or damage to contract; (vi) loss of goodwill; or (vii) loss of business, in each case whether (i) to (vii) is considered direct or indirect loss; and (viii) any indirect or consequential loss.
9.2 Subject to Clause 9.1, to the extent permitted by law, the total liability of AS to Developer under or in connection with this Agreement, whether based upon an action or claim in contract, tort (including negligence and strict liability), breach of warranty, misrepresentation, equity or otherwise, shall not exceed EUR 5,000.

10. INDEMNITY

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10.1 To the maximum extent permitted by law, the Developer agrees to defend, indemnify and hold harmless AS, its affiliates and their respective directors, officers, employees and agents from and against any and all third party claims arising from: (a) use of Teneo Developers by the Developer, and (b) any application that Developer develops using the Software that infringes any Intellectual Property Rights.

11. TERMINATION

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11.1 AS may terminate this Agreement (or any part of this Agreement) at any time and for any reason, without prior notice to the Developer.
11.2 The Developer may terminate this Agreement upon five working days' written notice to AS, or upon acceptance of a full licence for the Software.
11.3 Upon expiry or termination, all rights and licenses granted to the Developer by AS will cease, including the Developer's right to access Teneo Developers.
11.4 Upon expiry or any termination which is not followed by a full licence, the Developer shall within two working days return to AS all copies of all or part of the Software on any tangible medium and any documents containing any item of the Information and shall completely delete all electronic copies of all or any part of the Software or any Documentation.

12. CONFIDENTIALITY

Each party shall, during the term of this Agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than in connection with this Agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such confidential information.

13. DATA PROTECTION

The Developer agrees that it shall not disclose or make available any Personal Data as part of its use of Teneo Developers. To the extent that AS collects any Personal Data from the Developer in connection with its subscription to use Teneo Developers, AS shall process such Personal Data in accordance with its Privacy Policy.

14. EXPORT CONTROL

The Developer shall comply with the Export Control & Sanctions Rules in connection with its access to, and use, of Teneo Developers. The Developer acknowledges that it bears sole responsibility for any violation of the Export Control & Sanctions Rules and will indemnify, defend and hold AS harmless for the consequences of any such violation and not do anything which would cause AS to be in breach of the Export Control & Sanctions Rules.

15. GENERAL

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15.1 AS reserves the right, at its discretion, to modify this Agreement at any time. When modifications are made, AS shall make a new version of this Agreement available on Teneo Developers.
15.2 Except as expressly set out in this Agreement it is not intended that any third party may enforce the benefit conferred on it under this Agreement in accordance with the terms of the Contract (Rights of Third Parties) Act 1999. The Developer and AS reserve the right to rescind or vary this Agreement without the consent of such third parties.
15.3 If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
15.4 If either Party delays or fails to exercise any right or remedy under this Agreement, that Party will not have waived that right or remedy.
15.5 Nothing in this Agreement shall constitute or be deemed to constitute a partnership, association, joint venture or other co-operative entity between the Parties and neither Party has authority to bind the other in any way except as provided in this Agreement.
15.6 This Agreement contains all the terms agreed between the Parties regarding the subject matter and supersedes and replaces any prior agreement, understanding or arrangement between the Parties, whether oral or in writing.
15.7 Any notice given under this Agreement shall be in writing by e-mail to the following addresses or such other addresses notified in writing by either Party: to AS: LegalCompliance@artificial-solutions.com; to Developer, email address provided by the Developer.
15.8 The rights, powers and remedies provided in this Agreement are (except as expressly provided) cumulative and not exclusive of any rights, powers and remedies provided by law, or otherwise.
15.9 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.