MASTER TERMS FOR REMI AI SERVICES 

 

Remi AI offers software and tools (“Software”) and on-premises service (“On-prem Service”) that facilitate demand forecasting, inventory management, supply chain optimisation and price optimisation services (collectively the “Services”). 

 

These Master Terms for Remi AI Services (“Master Terms”) are comprised of General Terms and Conditions attached as Exhibit A ("Terms and Conditions"), Software License attached as Exhibit B, and Technical Support and Services Policy attached as Exhibit C.

 

EXHIBIT A 

 

General Terms and Conditions 

 

1. ORDERING AND PROVISION OF SERVICES. Upon agreement and execution of the Order Form (also referred to herein as the “Government purchase order”), Remi AI will provide the specified Services to End User pursuant to these Master Terms. 

 

1. TERM AND TERMINATION. 

 

1. Term. Services shall be provided during the initial term set forth in the Order Form commencing on the Effective Date reflected therein. Thereafter, Services may be renewed only upon mutual written agreement. 

2. Suspension. Remi AI may temporarily suspend End User’s access to the Hosted Service and/or On-premises Service upon written notice in the event that Remi AI reasonably believes such action is necessary to protect the security or integrity of the Service or any data thereon. 3.3 Effect of Termination. Upon any termination of Services, all rights and obligations of the parties under this Agreement will be extinguished, except that (a) the rights and obligations under Sections 3.4, 3.5, 4, 7, 8, 9, 12, Exhibit B (Sections 3, 8, 9) will survive the termination of Services, and (b) End User shall pay all unpaid and outstanding fees through the effective date of termination or expiration of Services. Within thirty (30) days following the termination of Services, Remi AI will destroy the End User Materials and any projects completed by End User using Remi AI (including any algorithms or predictive models) that Remi AI continues to have in its possession or control. 

 

1. OWNERSHIP.

 

As between Remi AI and End User, Remi AI is the sole and exclusive owner, and will retain all right, title and interest in and to the Services, and all elements thereof, including without limitation all of the software or Software comprising any portion thereof (including any software involved in producing the Forecasts) and all related services, specifications, documentation, technical information, corrections, modifications, additions, improvements and enhancements to and all intellectual property rights in the foregoing. As between Remi AI and End User, the End User Materials and any projects completed by End User using the Services (including any reports and results generated by End User through processing the End User Materials through the Hosted Service) (collectively “Reports”) shall be and remain the sole and exclusive property of End User. End User acknowledges and understands that, notwithstanding its ownership of the Reports, any Reports and Results created on the Software will remain on the Software. 

 

1. LAWFUL CONDUCT. 

 

End User shall comply with all applicable local, state, and Federal laws and regulations, and, to the extent that End User establishes offices outside the United States, applicable foreign laws, treaties, regulations, and conventions in connection with its use of the Services, including without limitation those related to privacy, electronic communications and anti-spam legislation. The Software is not designed for the transfer or processing of credit card or other sensitive financial information. It is also not designed for the transfer or processing of any patient or other sensitive health care information or to be in compliance with any other specific regulatory requirements. End User shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Services and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, (i) End User represents that it is not named on any U.S. Government list of persons or entities prohibited from receiving exports, (ii) End User shall not authorize Users to access or use the Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) End User shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which its Users are located. End User will not knowingly send any electronic communication from or through the Services that is unlawful, harassing, libelous, defamatory or threatening; provided that End User has taken commercially reasonable measures to prevent all such occurrences.

 

1. CONFIDENTIAL INFORMATION.

 

1. Each party acknowledges and agrees that it (and its contractor(s), if any), in performing its obligations under this Agreement, shall have access to or be directly or indirectly exposed to each other’s Confidential Information. Each party shall hold confidential all Confidential Information and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than as necessary provide or to use Services in support of its internal business purposes. Each party shall use reasonable measures and reasonable efforts to provide protection for each other’s Confidential Information, including measures at least as strict as those each party uses to protect its own Confidential Information. Such measures shall include, without limitation, requiring employees and independent contractors to sign a nondisclosure agreement before obtaining access to the other party’s Confidential Information and such other measures as the party takes to protect its Confidential Information or trade secrets in the course of its business. “Confidential Information” means information in the possession or under the control of a party relating to the technical, marketing, product and/or business affairs or proprietary and trade secret information of that party in oral, graphic, written, electronic or machine readable form, End User Materials, source code and information pertaining to usage and design of the Services, and the terms and conditions of this Agreement.

2. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other party’s Confidential Information.

3. Nothing in this section is intended or shall be construed to prevent any person or entity from lawfully reporting fraud, waste or abuse under any Government contract to an investigative or law enforcement representative of a Government agency.

 

1. WARRANTY; LIMITATION OF LIABILITY. 

 

1. Remi AI warrants that Software will operate in substantial conformance with Remi AI’s User Documentation for ninety (90) days following delivery or otherwise being made available to End User. Remi AI makes no representation, or warranty of any kind, express or implied, as to the condition, character, nature, capability, performance, security, availability, suitability, or any other characteristic of the Service or any portion thereof. Remi AI HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; OR (C) ANY WARRANTY THAT ANY OF THE SERVICES WILL BE SECURE OR ERROR-FREE, WILL MEET END USER’S REQUIREMENTS, WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY OR SECURE, OR OPERATE WITHOUT ERROR. In the event of a breach of this warranty, End User must notify Remi AI promptly and in no event later than thirty (30) days following discovery of the deficiency. Remi AI shall remedy the deficiency by either repairing or replacing the Software, or if in Remi AI’s sole judgment the deficiency cannot be remedied in a commercially reasonable manner, Remi AI may request that the Software be returned and refund fees paid. 

2. EXCEPT WITH RESPECT TO DAMAGES OR LIABILITY ARISING FROM (A) A PARTY’S BREACH OF ITS OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION, (B) GROSS NEGLIGENCE OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS, OR (C) INTENTIONAL MISAPPROPRIATION OR MISUSE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY OR LICENSE TERMS, IN NO EVENT SHALL (I) EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, INCLUDING ANY LOSS OF REVENUE, PROFITS, OR DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) EITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS ACCRUING DURING THE TERM OF THIS AGREEMENT EXCEED THE ORDER AMOUNT FOR THE REMI AI SERVICES GIVING RISE TO THE LIABILITY. 

3. WITHOUT IN ANY WAY LIMITING THE EFFECT OF SECTIONS 6.1 AND 6.2 ABOVE, END USER ACKNOWLEDGES AND AGREES THAT (I) THE SERVICES CONTAIN A NUMBER OF ANALYTICAL TOOLS THAT SHOULD ONLY BE USED BY SOPHISTICATED PROFESSIONALS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO FORECASTING AND THE SERVICES; AND (II) THERE IS NO REPRESENTATION OR GUARANTEE MADE BY REMI AI THAT THE RESULTS OF THE SERVICES (INCLUDING ANY FORECASTING) WILL BE 100% ACCURATE OR PRODUCE THE DESIRED RESULTS OR EXPECTED OUTCOMES. IN NO EVENT WILL REMI AI BE DEEMED TO BE PROVIDING ANYTHING MORE THAN ADVISORY SERVICES. AS SUCH, END USER ACKNOWLEDGES THAT THE SERVICES ARE ONLY INTENDED TO ACT AS A BASIC INFORMATION AND INTELLIGENCE TOOL AND FOR THE AVOIDANCE OF DOUBT, NONE OF THE INFORMATION AND MATERIAL FORMING PART OF THE SERVICES (INCLUDING BUT NOT LIMITED TO, ANY DATA) IS STRICTLY ONLY A RECOMMENDATION, AND ANY DECISION/S AND ITS IMPLICATIONS REST WITH THE END USER.

4. THIS AGREEMENT SHALL NOT IMPAIR THE A GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD OR CRIMES ARISING OUT OF OR RELATED TO AN ORDER UNDER ANY FEDERAL FRAUD STATUTE.

 

1. NOTICES. 

Unless otherwise specifically provided in these Master Terms, every notice or other communications required or permitted under these Master Terms shall be valid only if in writing and shall be delivered by email.

 

1. MARKETING AND PUBLICITY. 

The parties shall have the right (but not the obligation) to issue a press release announcing and promoting the parties’ relationship, and the right to advertise and promote the relationship; provided that a party shall not exercise such rights without the prior written consent of the other party. Nothing in this Agreement shall give a party the right or license to use any trade names, trademarks, service marks or other brand indicia used in connection with the Services without the other party’s prior written consent. 

 

1. GENERAL PROVISIONS. 

The titles of the sections of the Master Terms are for convenience only and shall not affect the interpretation or construction of any section. Whenever possible, each provision of the Master Terms shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions. A waiver of any of the terms in the Master Terms, or any breach or default hereunder, shall not be deemed or construed as a waiver of such terms for the future or any subsequent breach or default, whether or not of the same or similar nature. The Master Terms may only be modified, amended or supplemented by Remi AI in writing. 

 

1. No-Charge Software. We may offer certain Software to you at no charge, including free accounts, trial use, and Beta Versions as defined below (collectively, “No-Charge Software”). Your use of No-Charge Software is subject to any additional terms that we specify and is only permitted during the License Term we designate (or, if not designated, until terminated in accordance with this Agreement). Except as otherwise set forth in this Section, the terms and conditions of this Agreement governing Software fully apply to No-Charge Software.  We may terminate your right to use No-Charge Software at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta versions of Software, and any pre-release and beta features within generally available Software, that we make available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Software. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to use Beta Versions, but the Beta Versions will still remain subject to this Section 8. All information regarding the characteristics, features or performance of any No-Charge Software (including Beta Versions) constitutes Remi AI’s Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Software, including any Support and Maintenance, warranty, and indemnity obligations.  NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, REMI AI’S MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE SOFTWARE WILL BE US$100.

 

EXHIBIT B 

 

Software License 

 

1. SOFTWARE LICENSE

 

1. Licenses. 

 

Remi AI grants and End User hereby accepts, subject to the terms and conditions contained herein, a limited, royalty-free, non-transferable, non-exclusive, license during the Term specified on the Order Form to install, integrate, use, input data into, process data through without the right to sublicense, in object code form only, the Software specified on the Order Form and related User Documentation solely for End User’s internal business purposes.

 

1. Restrictions.

 

End User acknowledges that the Software and its structure, organization and source code constitute valuable trade secrets of Remi AI. Except as otherwise set out in the Master Terms or in any Order Form, End User may not use, copy, modify, rent, loan, lease, sublicense, create derivative works or distribute the Software for any other purposes or make the Software available to third parties. Remi AI grants no rights other than explicitly granted herein, and End User shall not exceed the scope of its license. End User will not, and will not authorize any third party to: (i) sell, resell, lease, lend, or the functional equivalent thereof, the Software in whole or in part, to a third party, (ii) in any way alter, change, modify, adapt, translate or make derivative works of the Software, (iii) transmit any viruses or programming routines intended to damage, surreptitiously intercept, or expropriate any system, data or personal information, or (iv) sublicense or operate the Software for timesharing, rental, outsourcing, or service bureau operations. Remi AI reserves all rights not expressly granted to End User hereunder. All techniques, know-how, software, and methods or rights thereto owned by Remi AI prior to commencement of the license, developed during the course of the design, development, and license of the Software, or which are employed by Remi AI in connection with the Software, shall be and remain the property of Remi AI. End User shall not decompile, disassemble, or reverse engineer the Software or any elements of the Software, or otherwise derive source or object code from the Software or any elements thereof. 

 

1. Delivery. 

 

Remi AI shall deliver the Software and the User Documentation to End User by the date designated in the applicable Order Form by electronic delivery (the “Delivery Date”). Remi AI will advise End User promptly of any expected delay in the Delivery Date. End User will acknowledge receipt of the Software immediately upon receipt.

 

1. Third-Party Software. 

 

End User shall be responsible for purchase of all third party software licenses necessary to operate the Software. Remi AI has identified all such third party software licenses to End User. To the extent that the Software contains third party software, Remi AI has identified all such third party software.

 

1. RESPONSIBILITIES OF END USER. 

 

End User will: (a) promptly communicate all Software malfunctions and errors to Remi AI; (b) operate the Software solely in environments designated by Remi AI; (c) promptly install bug fixes and error corrections sent by Remi AI to remedy malfunctions; (d) promptly install, or assist in installing, such Software Updates as Remi AI may release during the Term; (e) allow Remi AI full and free access to the Software for operations monitoring and remote maintenance and repairs; (f) be responsible for maintaining a procedure for reconstruction of lost or altered files, data or programs and for actually reconstructing any lost or altered files, data or programs; and (g) be responsible for all work required on End User's host system to integrate and configure the Software to produce End User's desired functionality.

 

1. OWNERSHIP OF SOFTWARE AND DOCUMENTATION 

 

1. Ownership and Confidentiality. 

 

THIS SOFTWARE IS LICENSED, NOT SOLD. All right, title and interest in the Software and the User Documentation, including without limitation, all copyrights, trade secrets, patents, and other intellectual property rights is owned by Remi AI and its suppliers. End User must take those reasonable steps necessary to protect Remi AI’s and its suppliers’ proprietary rights in the Software related to End User’s use and possession of the same. End User must keep the Software confidential and must not disclose or publish it, or any part of it, to others, except as specifically provided herein. All design elements of the Software, including but not limited to the design, text, graphics, interfaces and the selection and arrangement thereof, are protected by copyrights and trademarks owned by Remi AI. All techniques, know-how, software, algorithms and methods or rights thereto owned by Remi AI prior to commencement of the license, developed during the course of the design, development, and provision of the Software, or which are employed by Remi AI in connection with the Software, shall be and remain the property of Remi AI. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED TO REMI AI. Other product, publication, and company names herein are not intended as a claim of right by Remi AI and may be the trademarks of their respective owners.

 

1. Proprietary Notices.

 

End User agrees not to alter, remove, deface or destroy any copyright, trade-mark or proprietary markings or confidential legends placed upon or contained in the Software, the User Documentation or any related material.

 

1. Feedback.

 

Remi AI may use or incorporate into any of the Services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by End User relating to the operation of the Software. 

 

1. MAINTENANCE

 

1. Upgrades to the Software. 

 

Remi AI may, in its sole discretion, make improvements, develop new features, upgrades, or enhancements (“Upgrades”) to the Software. In some cases, Remi AI may, at its sole discretion make such Upgrades available as a separate plug in or for a separate fee. In no event will Remi AI be required to develop and/or provide End User with any specific Upgrades to the Software or make such Upgrades available for free. In the event that such Upgrades are not available for free, End User will continue to have access to its original Software at no additional cost for the duration of the Term specified in the Order Form. 

 

1. Updates and Bug Fixes to the Software. 

 

Remi AI will use commercially reasonable efforts to develop bug fixes and updates to remedy any errors in the Software discovered by Remi AI. During the Term Remi AI will deliver to End User copies of any and all updates, bug fixes, or maintenance releases of the Software that Remi AI generally makes available for no additional cost to its other End Users (the “Updates”) no later than the date on which Remi AI either first makes Updates available to its other End Users or commercially releases the Updates, whichever date is earlier. All Updates shall be included within the licenses granted hereunder. For the purposes of these Master Terms, the term “Software” shall include any and all Updates.

1. Term of Maintenance Services. The provision of Maintenance Services shall commence upon the Effective Date and will be provided for the term on the Order Form. 

 

1. AUDIT. Remi AI may, upon thirty (30) days prior notice and at any time during reasonable business hours, not more than once every twelve months, either on its own or in conjunction with its professional representatives, conduct an audit of the use by End User of the Software to ensure that End User is complying with these Master Terms.

 

1.  NO LICENSE TO OTHER PRODUCTS. The license granted in this Exhibit is limited to only the Software. It is End User’s responsibility to evaluate whether licenses to other products are necessary or desirable in order to use the licenses granted herein. Remi AI makes no representations or warranties with regard to the necessity of licenses to other products in order to make the best use of the Software. 

 

1. NO SUPPORT SERVICES. Except as may otherwise be expressly provided in writing, Remi AI is under no obligation to provide any support services to End User with respect to the Software (including, without limitation, any installation of the Software, training or technical support). 

 

1. RETURN OF SOFTWARE. Upon termination of the license, End User will return all copies of the Software and User Documentation licensed under all terminated Order Forms, whether modified or unmodified, and other material associated with the Software furnished to End User within thirty (30) days following the date of such termination. At Remi AI’s request, End User will destroy all copies of the Software, User Documentation and other materials not returned to Remi AI and certify to Remi AI in writing of End User’s full compliance with Remi AI’s request.