These Popp AI Software as a Service terms and conditions (the “SaaS Terms”) are made and entered into on the Effective Date by execution of an order, whether this may be in writing or via the Popp AI platform, referencing these SaaS Terms governing access and use of the Service (each a “Customer Order” and together with the SaaS Terms the “Agreement”) by and between ATLAS LABS LIMITED, a company incorporated in England and Wales under company number 13988976 and having its registered offices at 71-75 Shelton Street Shelton Street, London, England, WC2H 9JQ (“Popp AI”) and the entity referred to as the “Customer” in the Customer Order and enters into this Agreement or uses the Service (“Customer”).
Popp AI reserves the right to modify or update this Agreement in its sole discretion. Customer’s acceptance of such modifications and/or updates shall be indicated by Customer’s continued use of the Service and shall be effective immediately.
1.1 Provision of Service. Popp AI shall: (a) make the Service available to Customer pursuant to this Agreement, the Documentation and any applicable Customer Order(s) during the Term, to use for the Purpose; (b) use commercially reasonable efforts to maintain the security and integrity of the Service; (c) use commercially reasonable efforts to make the Services available 24 hours a day, seven days a week except for: (i) planned downtime (of which Popp AI shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Popp AI’s reasonable control, including, any Force Majeure Event; and (d) provide the Service in accordance with laws and government regulations applicable to Popp AI’s provision of its Service to its customers generally (i.e., without regard for Customer’s particular use of the Service), and subject to Customer’s use of the Services in accordance with this Agreement, and the applicable Customer Order.
2.1 Automated Conversations and/or Candidate Analyses Commitment. Customer shall have access to an agreed volume of Automated Conversations and/or Candidate Analyses during the Term, as outlined in the Customer Order (“Committed Volume”). Customer may obtain access to additional Automated Conversations and/or Candidate Analyses throughout the Term, where agreed with Popp AI, by entering into an order for the additional amount of Automated Conversations and/or Candidate Analyses in writing (“Additional Commitment Order”). Committed Volume shall remain the same for any subsequent Renewal Term, save that before the expiry of the Term, Customer may purchase additional Automated Conversations and/or Candidate Analyses for an immediately succeeding Term of not less than one (1) year via a separate Customer Order.
2.2 On-Demand Automated Conversations and Candidate Analyses. If Customer exceeds the Committed Volume as specified in a Customer Order and has not entered into an Additional Commitment Order to cover the additional Volume Requirements (“On-Demand Volume Requirements”), Popp AI will issue an invoice for the On-Demand Volume Requirements either monthly in arrears or at a frequency as determined by Popp AI in its sole discretion, in accordance with Clause 3. The pricing for On-Demand Volume Requirements shall be outlined by Popp AI to Customer in writing. Customer will continue to be charged for On-Demand Volume Requirements until such time that the Customer: (a) enters into an Additional Commitment Order for the additional Volume; (b) enters into a Renewal Term; (c) or this Customer Order is terminated in accordance with this Agreement. For avoidance of doubt, any discounts in a Customer Order will not apply to On-Demand Volume Requirements.
2.3 Customer Responsibilities. Customer must enter into a direct relationship with the relevant Partners where required to enable Popp AI to be integrated. Customer shall: (i) use the Service solely in accordance with all applicable Documentation and this Agreement; (ii) notify Popp AI promptly of any issues relating to the Services, as applicable, and promptly provide all necessary information and co-operation reasonably required by Popp AI to enable it to diagnose and remedy such issues; (iv) comply with all Applicable Laws where such laws relate to the Customer’s use of the Services; (v) use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Popp AI; and (vi) be solely responsible for ensuring that it has a relevant lawful basis, e.g. consent of the relevant data subject, to instruct Popp AI to provide the Service and process the End Customer Data for the Purpose in accordance with this Agreement, as required by Applicable Data Protection Laws by providing notice to End Customers that Popp AI will be processing End Customer Data as part of provision of the Service.
2.4 Customer Restrictions. Customer shall not (i) modify, copy, display, republish or create derivative works based on the Service or Popp AI technology (ii) reverse engineer the Service or the underlying software; (iii) access the Services in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Services; (iv) license, sublicense, sell, resell, rent, lease, transfer, assign (except as permitted in this Agreement), distribute or otherwise commercially exploit or make the Service available to any third party, other than as otherwise contemplated by this Agreement; (v) upload to the Service or use the Service to send or store Viruses or other harmful or malicious code, files, scripts, agents or programs; (vi) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vii) allow or attempt to gain unauthorised access to, or use of the Service or its related systems or networks, and Customer will notify Popp AI of any such unauthorised access or use if it becomes aware of it. Popp AI reserves the right, without liability or prejudice to its other rights to Customer, following written notice to Customer (email shall suffice as such notice) to (a) suspend the Customer's access to and use of the Service where such access and use of the Service breaches the provisions of this clause; and/or (b) terminate the Agreement for material breach in accordance with Clause 7.2.
3.1 Fees. Customer shall pay to Popp AI the Fees set forth in an applicable Customer Order in accordance with this Clause 3. Popp AI will submit an invoice to Customer for the Fees at the frequency outlined in the Customer Order in advance following execution of a Customer Order, including for Fees where the parties enter into an Additional Commitment Order or for usage of On-Demand Volume Requirements , or at a frequency otherwise agreed in a Customer Order or in writing. Customer shall pay invoices in full and without deduction by electronic money transfer to the account details provided on each invoice in accordance with the payment terms set forth in the Customer Order (“Due Date”) and in the currency specified in the Customer Order. Except as otherwise specified herein or in any Customer Order all payment obligations are non-cancellable, and Fees paid are non-refundable.
3.2 Disputed Fees. In the event that the Customer disputes the invoice provided by Popp AI in good faith, Customer must notify Popp AI no later than thirty (30) days after the date on the disputed invoice, in order to receive an adjustment or credit, to be determined in Popp AI’s sole, reasonable discretion.
3.3 Overdue Fees. If Popp AI has not received payment for any invoices for the Fees which are not the subject of a bona fide dispute by the Due Date and without prejudice to any other rights and remedies of Popp AI, Popp AI reserves the right, by giving thirty (30) days prior written notice to Customer, without liability to Customer, if such payment default is not cured within such notice period, to: (a) disable Customer’s password, account and access to all or part of the Service and Popp AI shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid, and (b) charge interest which shall accrue on such overdue amounts at the higher of (i) an annual rate equal to 4% or (ii) the maximum interest rate allowed under applicable law. For the purpose of clarity and avoidance of doubt, Customer will continue to be charged for the Services during any period of suspension.
3.5 Taxes. All amounts and Fees stated or referred to in the Agreement are exclusive of all Taxes. Customer shall be solely responsible for paying all applicable Taxes relating to the Agreement and the use or access to the Service.
4.1 General Warranties. Each party represents and warrants that: (i) it has the requisite power and authority to execute, deliver and perform its obligations under the Agreement; and (ii) the Agreement has been duly authorised, executed and delivered by each party and constitutes valid and binding obligations of such party enforceable against such party according to its terms.
4.2 Customer Warranties. Customer warrants that (a) it has obtained and will continue to maintain all required licences and consents required for Popp AI to use and process End Customer Data in the provision of the Service, including without limitation, all necessary consents, licences, and approvals.
4.3 Disclaimers. Notwithstanding the foregoing limited warranties, the Service is provided “AS IS” to the fullest extent permitted by law. Other than as provided for in this agreement, Popp AI (a) does not warrant that Customer's use of the Service will be uninterrupted or error-free or that the Service will meet Customer’s requirements, and (b) disclaims all other warranties, express or implied, including all warranties in relation to fitness for a particular purpose, performance, merchantability.
5.1 Data Processing. Each party shall, in connection with the exercise of its rights and the performance of its obligations under the Agreement, comply with the Applicable Data Protection Laws. The Customer is the data controller of the Customer Data and appoints Popp AI as the data processor to process the Customer Data and End Customer Data for the Purpose.