This Service Agreement is a legal agreement between a user or the company you represent (“Client”) and Phoebe Technology Limited, a company incorporated in England and Wales with registered number 15331837 whose registered office is at 9th Floor 107 Cheapside, London, United Kingdom, EC2V 6DN (“Phoebe”), specifically relating to software services (”Services”) provided by Phoebe to the Client. (Hereafter, the “Agreement”).
By using the Services, you confirm that you accept this Agreement, or mutually agreed amended terms. If you do not accept this Agreement or mutually agreed amended terms, you must not use the Services. If you register for a free trial, your use of the Services will also be governed by this Agreement.
Terms of the Agreement:
Services. Phoebe agrees to provide to the Client access to the Phoebe Search Agent and Analyst Agent and all software services they comprise, in exchange for the payment of fees as agreed in the Fee Schedule Appendix to this Agreement.
Initial Term. The Initial Term of the agreement shall be of three (3) months from the acceptable of the Agreement by the Client.
Renewal Term. Following the Initial Term, the Agreement shall automatically renew to a rolling three (3) month term.
Termination. Either Party can terminate this Agreement by providing 30 (thirty) days notice in writing (including, but not limited to notice by electronic mail).
Confidentiality. Each Party agrees that, absent the express prior written consent of the other Party to the contrary
A. It will use Confidential Information (as defined below) belonging to the other Party solely for the purposes permitted under this Agreement, and
B. It will not disclose Confidential Information belonging to the other Party to any third party other than its employees, regulators, trading partners and/or agents reasonably requiring such Confidential Information for purposes of this Agreement and who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein. Each Party will promptly inform the other Party if it becomes aware of an unauthorised use or disclosure of the Confidential Information of the other Party. If a Party becomes subject to a legal requirement to disclose the Confidential Information of the other Party, then the Party receiving the disclosure request shall, prior to making disclosure thereunder and to the extent it is legally permitted to do so, give prompt notice to the other Party so that the other Party may seek a protective order at its expense.
For purposes hereof, “Confidential Information” shall mean (i) the terms and conditions of this Agreement, and (ii) any and all information belonging to a Party, whether stored in written, electronic, representational or physical form, which is marked as, or has been otherwise indicated to be confidential, or which derives value to a Party from being confidential or which would be regarded as confidential by a reasonable business person and is not at the relevant time (x) known generally to the public through no act or omission in violation of this Agreement or in violation of another duty of confidentiality to such Party, (y) furnished to the disclosing Party by a third party having the lawful right to do so, or (z) known to the disclosing Party prior to disclosure hereunder (as established by written documentation thereof). Confidential Information further expressly includes, but is not limited to, trade secrets, software and procedures manuals and documentation, computer programs, data file content and organization, financial data, marketing plans, customer lists and customer account information and Personally Identifiable Information and similar information to the extent it is within the scope of the preceding sentence.
Data Security. Phoebe shall implement and maintain comprehensive technical and organisational security measures to protect the Client's Confidential Information, including Customer Content and Personally Identifiable Information, against unauthorised access, disclosure, accidental loss, destruction, or damage. This includes but is not limited to encryption, access control, and secure data storage in accordance with prevailing standards in the industry. Such measures shall apply to both the information technology infrastructure used by or on behalf of Phoebe in performing the Services, including all computers, software, hardware, databases, models, AI technology as well as to any application programming interface (“API”) made available by Phoebe in connection with the Services, or otherwise necessary to use, integrate, or interoperate with the Services, whether operated directly by Phoebe or through the use of third-party services. Phoebe agrees to promptly notify the Client of any data breaches or security incidents and in relation to any data breaches including Customer Content, immediately, and cooperate in the investigation and remediation of such incidents.
Data Deletion. Upon the termination of this Agreement, Phoebe shall delete the Client’s Confidential Information within 30 days. Upon Client request Phoebe shall delete any Personally Identifiable Information provided by the Client to Phoebe within 7 days. “Personally Identifiable Information” means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Relationship of the Parties. Nothing in this Agreement shall be construed as binding the Parties, or make the Parties partners, or joint venturers. The Parties shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture, or agency. Neither Party shall have the authority to make any statements, representations, or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior consent of such other Party.
Intellectual Property. The Client confirms that it was not involved in the design and development of the Services and has no previous knowledge of the details thereof. The Client confirms that it holds no rights in the Services to which it is entitled, to the extent that they are not granted to it by the present Agreement. Any copyrights and related intellectual property rights of a Party that are in existence or come into existence during the performance of the Agreement shall remain the property of that Party. Phoebe grants the Client a non-exclusive, gratuitous right of use thereto to access and use the Services for Client’s business purposes. Such right of use shall be limited to the duration of this Agreement. The Client and Phoebe shall not be entitled to modify, translate, reverse-engineer, transform or otherwise adapt the software that it might receive or know due to this Agreement. The re-translation to the format of source codes or other display formats is not permitted.
Both Parties acknowledge and agree that there is no intent, nor contemplated under this Agreement to create any jointly developed Intellectual Property Rights. For the purposes of this Agreement, “Intellectual Property Rights ” shall mean any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
Warranties. Each Party warrants to the other that it has full right, power and authority to enter into this Agreement and carry out its obligations under this Agreement. Phoebe warrants that it has all permits, consents, and licenses required, to provide the Services and grant and perform all rights and licenses granted or required to be granted by it under this Agreement
Indemnification. Phoebe will defend, hold harmless, and indemnify the Client, its officers, employees, and agents from any and all costs, expenses, losses, damages, or liabilities based on a claim that the services or the technology or the proprietary rights of Phoebe infringes any Intellectual Property Rights of a third party and from any and all property damages or personal injury claims, costs, reckonings, awards, or judgments including all fines, penalties, arising from this Agreement.
Applicable Law. Throughout the Term each Party agrees that it will perform its obligations under this Agreement in compliance with all Applicable Laws and be solely responsible for complying with, monitoring and interpreting all such Applicable Laws; and that notify the other Party as soon as possible where any addition or amendment to Applicable Laws will or may have an effect on the other Party. Applicable Laws include but are not limited to the General Data Protection Regulation (GDPR) (EU 2016/679) and, to the extent applicable, the data protection or privacy laws of any other country.
Limitation of Liability. The Parties will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the services it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether the Client has been advised of the possibility of any such damage. The maximum liability that either party may be subject to is limited to the total fees payable for 12 months access to the Service (as agreed in the Fee Schedule Appendix).
Warranties. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, Phoebe MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, UNDER THIS AGREEMENT, AND Phoebe SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES UNDER THIS AGREEMENT.
Entire Agreement. These terms represent the entire Agreement by and between the Parties and supersedes any prior understanding or representation of any kind, whether made orally or in writing, which precedes the date the Agreement was signed by the Client.