DataMind AI – Terms and Conditions
Terms and Conditions
The following terms & conditions, as may be amended from time to time (these “Terms & Conditions”) shall apply to each DataMind AI proposal issued to the customer mentioned in the proposal (the “Proposal”, and the “Customer”, respectfully).
- Work will commence at a date agreed to by both parties.
- All prices are in USD, and do not include any applicable taxes.
- After approval by the Customer, the Customer may terminate the Proposal by providing Razor Labs with 60 days prior written notice. In any case of termination of the Proposal by the Customer, the Customer will pay Razor Labs a cancellation fee in the amount of $7,500 (in addition to any payments due per the Proposal not paid yet at the time of termination).
- Intellectual Property (“IP”): The Customer acknowledges that DataMind AI was developed independently by Razor Labs Ltd. and was not developed in the framework of the Proposal. All IP (including, without limitation, all rights, title, and interest in and to DataMind AI and any IP rights related thereto) shall belong exclusively to Razor Labs. Any results, processes, methods, statistical data, profiling, databases, improvements and/or know-how derived, created and/or reduced to practice within the course of the use of DataMind AI, shall vest in and be solely owned by Razor Labs. These Terms & Conditions do not grant to Customer or to any third party any right or interest in or to IP (or any part thereof), except as required for (and during) the performance of the Proposal.
- Customer’s use of DataMind AI shall comply with all applicable privacy laws. Customer shall not share personally identifiable information with Razor Labs.
- The Customer hereby declares that all Data transferred by him to the Razor Labs in the scope of this Agreement was lawfully obtained, and that it is authorized to transfer this Data to Razor Labs. Without derogating from the foregoing, the Customer will be solely responsible for: (a) providing any required notices, obtaining and documenting any required consents and/or authorizations to/from data subjects and/or other third parties in accordance with applicable law to allow Razor Labs to process Data on Customer’s behalf in accordance with this Agreement; (b) securing an appropriate legal basis under applicable law, as necessary for Razor Labs to process Data in accordance with this Agreement; and (c) ensuring that any personal data contained in the Data is accurate and up to date.
- Razor Labs shall have the right to collect and analyse Data and other information relating to the provision, use, and performance of various aspects of DataMind AI, and Razor Labs will be free to (i) use and otherwise exploit such Data to improve and enhance DataMind AI and for other development, diagnostic and corrective purposes in connection with DataMind AI, and (ii) use, reproduce and disclose Data and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to the Customer for product improvement and other lawful purposes, all of which information, data and material will be owned by Razor Labs.
- The Customer understands and acknowledges that the use of DataMind AI shall be subject to Razor Labs’ end user license agreement (“EULA”). The EULA, as may be updated from time to time, can be found at https://www.razor-labs.com/eula/. DataMind AI may not be used in any manner except as expressly permitted by the EULA.
- Razor Labs does not guarantee any specific benchmark, ability, performance, feasibility, and running time of DataMind AI.
- If applicable, services which are not listed in the Proposal, such as UI & Dashboard, SLA, travel, ongoing consultation, technical support, server costs, and hardware costs, labelling and online or on-premise integration, will be subject to the issuance of a separate price quote.
- Limitation Of Liability: To the fullest extent permitted by law, under no circumstances shall Razor Labs or any of its officers, directors, employees or consultants be liable for any indirect, incidental, punitive, special, exemplary or consequential damages (including any financial losses) or loss of profit (even if Razor Labs has been advised of the possibility of such damages) arising out of any use, or the inability (for any reason) to use, any part of DataMind AI or inaccuracies or errors of information as a result of using DataMind AI, whether such liability is based on contract, tort, negligence, strict liability or otherwise. Any claim for alleged damages against Razor Labs may be brought only within 12 of the date that such alleged damage(s) occur (and in any case no more than 30 days following the termination of the Proposal).
- In no event shall Razor Labs’ cumulative liability to the Customer or to any third party in respect of any and all claims and other any legal basis exceed the total amount paid by Customer to Razor Labs as consideration for the use of DataMind AI during the 6 months period prior to the date that the alleged damage occurred.
- Time estimations in the Proposal assume the required availability of the Customer’s relevant team.
- Razor Labs may delay work if payment of the Setup Fee or the Yearly License Fee is not made when due.
- If Razor Labs is prevented in any way from performing any of its obligations under the Proposal because of matters outside Razor Labs reasonable control (including force majeure), then Razor Labs shall not be liable for any failure or delay in its performance of the Proposal. Razor Labs shall use all reasonable means to resume full performance of its obligations as soon as possible.
- The Customer shall not solicit or employ any of Razor Lab’s employees until the lapse of 12 months as of the later of the date of the termination of the Proposal or of the Customer’s use of DataMind AI.
- Failure of Razor Labs to exercise any of its rights hereunder shall not be deemed waiver thereof.
- These Terms & Conditions and the Proposal shall be governed and interpreted according to the internal laws of the State of Israel, without reference to the provisions of conflicts of law thereof. Any dispute, controversy or claim arising out of, relating to, or in connection with these Terms & Conditions and the Proposal, or the breach, termination, interpretation, or validity thereof, shall be exclusively submitted to the competent courts located in the district of Tel-Aviv, Israel.
- The provisions of Section 4 (IP), Sections 9-10 (in respect of Razor Labs’ liability) shall survive the termination or expiration of the Proposal, regardless of reason. However, the rights conferred upon the Customer with pursuant to the Proposal (or as otherwise prescribed herein), shall automatically terminate upon the termination or expiration of the Proposal.
- Razor Labs may amend these Terms & Conditions at any time (the “Amendment”) by posting the amended Terms & Conditions at the following address https://www.razor-labs.com/datamind-ai-terms-and-conditions and notifying the Customer. The Amendment shall take effect within 14 days of posting. The Customer may object in writing to provisions in the Amendment that impose a new material obligation or a financial burden on it, in which case the applicable provision of the Amendment shall not apply to such Customer. In such case, however, Razor Labs may terminate the Proposal without any liability to Customer.
Last updated: November 02, 2021