PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS (INCLUDING SECTIONS 3, 7, 8, 9).
Engineer.ai may, in its sole discretion, amend this Agreement and the other terms of service at any time by posting a revised version on the Site. Engineer.ai will use commercially reasonable efforts to provide you with advance notice of any material change to the terms of the Agreement, such as an increase in the fees. All revised Agreements shall be effective as of the Revised Date.
YOU UNDERSTAND AND AGREE THAT YOUR CONTINUED USE OF THE SITE AS OF THE REVISED DATE CONSTITUTES YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THE WARRANTIES, INDEMNITIES AND LIABILITIES HEREUNDER. SHOULD YOU DISAGREE WITH ANY TERM OF A REVISED AGREEMENT, YOU MUST NOT ACCESS OR USE THE SITE. YOU REPRESENT AND WARRANT THAT YOU (INCLUDING ANY ENTITY OR AGENCY YOU ARE ACTING ON BEHALF OF) IS DULY AUTHORISED TO ENTER INTO AND ACCEPT THIS AGREEMENT.
Upon delivery of each Deliverable hereunder, Customer will have an opportunity to review, evaluate and/or test the Deliverable in accordance with the following procedures to confirm that it satisfies, conforms with, or operates in all material respects in accordance with the acceptance criteria, specifications, or requirements for such Deliverable, as set forth in the applicable Buildcard (collectively, the “Acceptance Criteria”). The Deliverable review and evaluation period shall be five (5) business days for a written Deliverable and fifteen (15) business days for a software Deliverable, or such other period as the Parties may agree to in the applicable Buildcard (each, an “Acceptance Period”). If a Deliverable fails to satisfy the applicable Acceptance Criteria, then Customer shall furnish to Engineer.ai through its Platform, within the Acceptance Period a reasonably detailed report that identifies the specific defects in the Deliverable (a “Defect Report”) and, if applicable, the modifications to the Deliverable that need to be made in order for the Deliverable to satisfy the applicable Acceptance Criteria. Upon receipt of a Defect Report, Engineer.ai will use commercially reasonable efforts to modify the Deliverable to rectify any confirmed defects identified in the Defect Report and re-submit the Deliverable to Customer to review, evaluate, and/or test in accordance with the terms of this Section 2 (Acceptance Procedures for Deliverables). The foregoing procedure will repeat up to ten (10) times for any Deliverable, and if after the tenth (10th) such iteration Customer reasonably determines that the Deliverable still fails to satisfy the applicable Acceptance Criteria, then either Party may immediately terminate the Buildcard for such Deliverable and/or this Agreement upon thirty (30) days’ prior written notice to the other Party and Engineer.ai will refund to Customer a pro-rata amount as determined by the Engineer.ai Platform for the affected part of the Deliverable. Such refund shall constitute Customer’s sole and exclusive remedy for the failure.
During the Term and for 24 months after its expiration or termination, neither Party will, either directly or indirectly, solicit for employment or employ (except as permitted below) by itself (or any of its affiliates) any employee of the other Party (or any of its affiliates) who was involved in the performance of the Party’s obligations under this Agreement unless the hiring Party obtains the written consent of the other Party. The actual damages attributable to a breach of the provisions of this paragraph would be difficult to determine and prove. Accordingly, the Parties agree that if either Party breaches this paragraph, the breaching Party will be liable to the non-breaching Party for liquidated damages in an amount equal to the affected employee’s most recent annualized salary (including bonuses and incentive compensation) prior to the breach, such sum being a reasonable measure of the damages reasonably anticipated by the Parties. The foregoing restriction will not prohibit a general solicitation of employment in the ordinary course of business or prevent either Party from employing any employee who contacts such Party as a result of such a general solicitation or at his or her own initiative without any direct or indirect solicitation by or encouragement from such Party.
All activities of the Parties under or in relation to this Agreement are subject to the following terms:
This Data Processing Agreement (“Agreement“) forms part of the Master Services Agreement dated [ ] (“Principal Agreement“) between the “Customer” and (2) Engineer.ai Global Limited (“Engineer.ai” or the “Data Processor”), (together as the “Parties”).
(A) The parties have entered into a contract for the provision of software development and/or cloud management services by Engineer.ai. The terms of this Data Processing Agreement will apply in any instances where personal data is processed by Engineer.ai.
(B) The Customer’s business activities may qualify them as a Data Controller and or Data Processor.
(C) For instances where Engineer.ai processes personal data, the Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
(D) The Parties wish to lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
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