Terms of Service
Last updated March 4, 2026
1. USE OF PLATFORM
1.1. Right to Use. Subject to the terms and conditions of this Agreement and Customer’s compliance herewith, Customer may, on a non-exclusive, worldwide, non-sublicensable and non-transferable (except in connection with a permitted assignment under clause 11.3) basis during the Term, use the modules of the Services marked as included in the Order Form (“Included Modules”), solely for Customer’s (or, if applicable, Customer’s clients’) patent prosecution and/or protection (as applicable) purposes in accordance with the Documentation. “Documentation” means technical and usage documentation and other reference materials relating to the Services that Ankar provides to Customer (and which Ankar may update from time to time).
1.2. Authorised Users. For each Included Module, Customer shall be entitled to create a number of individual accounts for its personnel to use such Included Module, equal to the number of seats set forth in the Order Form plus any additional seats subsequently purchased by Customer (such users, Customer’s “Authorised Users”). Customer shall ensure its Authorised Users comply with all obligations and restrictions applicable to Customer set forth in this Agreement, and any violation of any obligations or restrictions by any Authorised User shall be treated as a violation by Customer hereunder. Authorised Users may not transfer their individual accounts or otherwise make them accessible to other Customer personnel or to third parties, and Customer shall promptly notify Ankar if Customer becomes aware of any unauthorised access to, or use of, an Authorised User’s account. All access to, and use of, the Services via an Authorised User’s account shall be treated as access and use by such Authorised User regardless of whether such access or use is actually attributable to such Authorised User, except where access or use by an unauthorised third party is the result of Ankar’s failure to maintain the Security Commitment (as defined in clause 9.2), if applicable. References to “Customer” herein shall be deemed to include Customer and Customer’s Authorised Users, where applicable.
1.3. Acceptable Use Policy. Customer has no right or license to, and shall not (nor permit others to), use the Services in a manner that violates Ankar’s Acceptable Use Policy (as may be updated from time to time in accordance with its terms, the “AUP”), available at [LINK]. Customer shall cooperate with reasonable requests for information from Ankar to support compliance with its AUP.
1.4. Beta Services. Ankar may offer certain new features within the Services, or other new services not listed in the Order Form, on an alpha, preview, early access, or beta basis (“Beta Services”). Beta Services are offered “as-is” to allow testing and evaluation and Ankar’s indemnification obligations do not apply to them. Ankar may terminate or suspend Customer’s receipt of or access to the Beta Services at any time for any reason. Except to the extent prohibited by applicable law, Ankar expressly disclaims all warranties for Beta Services, including those expressly set forth elsewhere in this Agreement.
1.5. Modifications. Ankar reserves the right to update, modify, or otherwise change the Services (e.g., by introducing new features or adjusting existing features) during the Term; provided that no such changes will materially reduce the functionality of the Services. Customer agrees that its purchase of the Services is not contingent upon any such changes or otherwise upon the expectation of new functionality or features.
1.6. Third-Party Integrations. The Services may allow Customer to access data and other material provided by third-party data providers or otherwise integrate third-party products and services (“Third-Party Integrations”) by the Customer connecting Authorised Users’ Ankar accounts with Third-Party Integration accounts. Customer acknowledges and agrees that (i) the providers of the Third-Party Integrations may communicate additional terms and conditions to Customer in connection with their provision of, and Customer’s use of, the Third-Party Integrations, (ii) Customer is bound by, and shall comply with, such terms and conditions, and (iii) Ankar has no responsibility or liability for Third-Party Integrations or the data or other material provided thereby, which Customer uses at Customer’s own risk. For clarity, Third-Party Integrations are optional.
2. DATA AND INTELLECTUAL PROPERTY
2.1. Customer Content. The Services permit Customer to input, upload and submit information, documents, attachments and other materials (“Input”), in response to which the Services generate suggestions, analyses, or other responses (“Output”). Input and Output are, collectively, “Customer Content”. Customer Content is Customer’s Confidential Information (as defined in clause 5.1).
2.2. Customer Content Ownership. As between Ankar and Customer, and to the extent permitted by applicable law, Customer (i) retains all ownership rights in Input and (ii) owns all Output. Ankar asserts no ownership rights in any Output and, to the extent it obtains any such rights by operation of law or otherwise, hereby assigns such rights to Customer.
2.3. No Training. Ankar shall use, and Customer hereby grants Ankar the right and license to use, Customer Content solely to provide the Services (including, for clarity, technical support for Customer) and, where necessary, to enforce the Agreement and comply with applicable law. Ankar shall not use (or authorise third parties to use) Customer Content to train, retrain, fine-tune or otherwise improve any artificial intelligence models, or to otherwise develop products or services.
2.4. Services Ownership. Ankar or its licensors retain all right, title and interest, including all intellectual property rights, in and to the Services, the Ankar AI platform software through which the Services are accessed/rendered (the “Platform”), and any and all improvements, modifications or enhancements to any of the foregoing, as well as all related software programs, data, documentation, specifications, descriptions, algorithms, models, methods, processes, techniques and know-how (the “Ankar IP”).
2.5. Feedback. If Customer communicates any ideas, suggestions, recommendations and/or feedback to Ankar relating to the Ankar IP, Ankar shall be free to use, implement and exploit it without remuneration to Customer.
2.6. Usage Data. Without limiting its privacy, security, and confidentiality commitments herein, Ankar may collect, analyse, and utilize Usage Data for any lawful purpose (e.g., to assess the relative popularity of the Services’ features or to generate usage reports for Customer) without remuneration to Customer. As between Customer and Ankar, Ankar retains all right, title, and interest in and to such Usage Data. “Usage Data” means data and information collected, generated, or derived from Customer’s use of the Services, including but not limited to metadata, analytics, performance metrics, and other operational data, that in each case does not include Customer Content.
3. FEES
3.1. Fees. Customer shall pay Ankar fees as set forth in the Order Form (the “Fees”) in the currency set forth in the Order Form. Fees are invoiced annually in advance and are due within thirty (30) days of the date Customer receives an applicable invoice. Except as otherwise specifically provided in this Agreement, Fees are non-cancellable and non-refundable. Any payments due to Ankar under this Agreement not received by the date due shall be subject to a late fee of 1.5% per month, or the maximum charge permitted by applicable law, whichever is less. If Customer provides a credit card or other payment method to Ankar, Customer acknowledges and agrees that Ankar may store that method (including credit card details) and automatically charge Customer then-payable amounts using that method.
3.2. Taxes. Customer is responsible for paying any and all withholding, sales, value added or other taxes, duties or charges applicable to the Fees payable by Customer under this Agreement, other than taxes based on Ankar’s income. For clarity, all amounts set forth in the Order Form are exclusive of any such taxes, duties and charges.
3.3. Seat Changes. If Customer purchases additional seats during the Term (either by executing an additional order form or through the administration settings within the Services), Customer will be billed for such additional seats immediately (pro-rated for the remainder of the then-current billing period). If Customer reduces its number of seats during the Term, the decrease will be reflected on Customer’s next invoice and, for clarity, no refunds will be provided in respect of the then-current billing period.
3.4. Fee Changes. Ankar may change the Fees payable hereunder by providing written notice to Customer at least thirty (30) days prior to the next renewal of the Term, with such change becoming effective on the date of such renewal. If Customer objects to the change, Customer may cancel any upcoming automatic renewal of the Term by providing written notice of the cancellation within 10 days of receipt of Ankar’s notice of the change (notwithstanding clause 4.1).
4. TERM; TERMINATION
4.1. Term. This Agreement shall commence on the Start Date set forth in the Order Form and, unless earlier terminated as set forth herein, shall continue for the Duration set forth in the Order Form (the “Initial Term”). If the Order Form indicates that this Agreement is subject to automatic renewal, then at the end of the Initial Term (and thereafter at the end of each Renewal Term) the Agreement will automatically renew on the same terms for successive periods equal to the Duration (each, a “Renewal Term”), unless Customer provides Ankar with thirty (30) days’, or Ankar provides Customer with sixty (60) days’, written notice of non-renewal prior to the expiration of the Initial Term or then-current Renewal Term, as applicable. “Term” means the Initial Term plus any Renewal Terms.
4.2. Suspension Rights. Without limiting its termination rights, Ankar may suspend any or all Authorised User accounts (i) if necessary to comply with applicable law, (ii) in order to avert or mitigate an attack on the Services, (iii) if Customer fails to pay Fees when due, or (iv) if Customer otherwise materially or repeatedly breaches this Agreement; provided that if Ankar intends to enact a suspension, Ankar shall (a) use commercially reasonable efforts to notify Customer of any impending suspension, (b) if the suspension is the result of a curable material breach by Customer, give Customer a reasonable opportunity to cure the breach, and (c) lift the suspension as soon as its cause is removed. If a suspension (x) is not the result of a breach by Customer, (y) applies to all Authorised User accounts and (z) continues for more than seven (7) days, Customer may terminate this Agreement for convenience upon written notice to Ankar and receive a refund of prepaid Fees covering the period after the effective date of termination (a “Pro-Rated Refund”).
4.3. Termination Rights. This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party materially breaches this Agreement and the breach, if curable, is not cured within thirty (30) days from written notice from the other party.
4.4. Free Trials. If Customer is receiving, or is given access to, the Services free of charge (a “Free Trial”), notwithstanding anything to the contrary in this Agreement, during the Free Trial period Ankar may terminate or suspend this Agreement and/or Customer’s receipt of or access to the Services at any time for any reason and Ankar’s indemnification obligations shall not apply to Customer. If the Free Trial only applies to certain module(s), the previous sentence will only apply to such module(s).
4.5. Effect of Expiration or Termination. Upon the expiration or termination of this Agreement, each party shall destroy or return to the other party all Confidential Information of the other party and all copies thereof, except copies in the Receiving Party’s automated back-up systems, which shall remain subject to clause 5 (Confidentiality; Privacy) while maintained and which shall be deleted in accordance with the Receiving Party’s standard deletion procedures. Expiration or termination of this Agreement shall be without prejudice to any rights which shall have accrued to the benefit of a party prior to such expiration or termination. Clauses 2.2, 2.3, 2.4, 2.5, 2.6, 3.1, 3.2, 4.5, 5, 7, 8, 9.6, 10.8 and 11 survive any expiration or termination of this Agreement.
5. CONFIDENTIALITY; PRIVACY
5.1. Confidential Information. Each party (the “Receiving Party”) shall keep confidential and not disclose to any third party all information and materials provided or made available by the other party (the “Disclosing Party”) which are marked as confidential or which the Receiving Party should reasonably understand to be confidential or proprietary to the Disclosing Party due to its content and/or the circumstances surrounding its disclosure (“Confidential Information”). Without limitation, the terms and conditions of this Agreement and any information regarding potential or actual modifications or updates to the Services (including features, functionality and performance thereof) constitute Confidential Information of Ankar.
5.2. Protection of Confidential Information. The Receiving Party agrees: (i) to protect the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care that it utilizes with respect to its own similar confidential information but in no event less than a reasonable level of care; (ii) not to disclose or otherwise permit any other person or entity access to, in any manner, the Confidential Information, or any part thereof in any form whatsoever, except that such disclosure or access shall be permitted to an employee of the Receiving Party (and, where the Receiving Party is Ankar, subcontractors and service providers as necessary for the provision of the Services) requiring access to the Confidential Information in the course of his or her employment (or engagement, as applicable) in connection with this Agreement and who has signed an agreement obligating the employee (or service provider or subcontractor, as applicable) to maintain the confidentiality of the confidential information of third parties in the Receiving Party’s possession with obligations of confidentiality at least as restrictive as those in this Agreement; (iii) to notify the Disclosing Party promptly and in writing of the circumstances surrounding any suspected possession, use or knowledge of the Confidential Information or any part thereof at any location or by any person or entity other than those authorised by this Agreement; and (iv) not to use the Confidential Information for any purpose other than as explicitly set forth herein.
5.3. Confidentiality Exceptions. Confidential Information shall not include information that: (i) was rightfully possessed by the Receiving Party without restrictions before it was received from the Disclosing Party, as supported by documentary evidence; (ii) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s information or data, as supported by documentary evidence; (iii) is subsequently furnished to the Receiving Party by a third party not under any obligation of confidentiality with respect to such information or data, and without restrictions on use or disclosure; or (iv) is or becomes available to the general public otherwise than through any act or default of the Receiving Party. In addition, the Receiving Party shall not be in breach of this clause 5 for any disclosure of Confidential Information required by law or legal process, provided that in the event of such requirement the Receiving Party shall (other than to the extent prohibited by law) provide prior written notice to the Disclosing Party and reasonably cooperate, at the Disclosing Party’s expense, with any efforts by the Disclosing Party to contest or limit such disclosure requirement (e.g., a protective order).
5.4. Privacy. This Agreement incorporates by reference Ankar’s Data Processing Addendum (“DPA”), available at [LINK]. Ankar may update the DPA from time to time to comply with applicable law, with such updates being effective on the date Customer is notified of the update (or visits the DPA page after the update has been posted). This clause 5.4 survives termination or expiration of this Agreement solely with respect to, and solely to the extent a Party retains possession or control of, personal information of the other Party.
6. REPRESENTATIONS AND WARRANTIES
6.1. Mutual. Each party represents and warrants to the other party that: (i) it is duly organised and validly existing under the laws of the jurisdiction in which it is organised; (ii) it has the requisite power and authority and the legal right to enter into this Agreement; (iii) it has taken all requisite action on its part to authorise the execution and delivery of this Agreement; (iv) the execution and delivery of this Agreement and the performance of such party’s obligations hereunder do not conflict with, or constitute a default under, any contractual obligation of such party; and (v) it will exercise its rights and perform its obligations hereunder in compliance with applicable law.
6.2. Functionality Warranty. Ankar warrants that the Services will operate in substantial conformity with the applicable Documentation (the “Functionality Warranty”). The Functionality Warranty will not apply to any nonconformity that is caused by, or that cannot be corrected due to: (i) Customer’s use of the Services in a manner not authorised by this Agreement; (ii) modifications to the Services by Customer or any third party; (iii) Customer’s continued use of any Services that Ankar has patched, updated or otherwise replaced with a newer version (provided that Ankar has notified Customer and made such newer version available to Customer); (iv) combination of the Services with any data, software or other technology or service not supplied by Ankar; or (v) Customer’s gross negligence, wilful misconduct, or breach of this Agreement (collectively, “Exceptions”). If the Services fail to conform to the Functionality Warranty, Customer may, as its sole remedy, (a) give Ankar written notice of termination of this Agreement, which termination will be effective thirty (30) days after Ankar’s receipt of the notice unless Ankar is able to remedy the nonconformity prior to the effective date of termination; and (b) if such termination becomes effective, receive a Pro-Rated Refund.
7. DISCLAIMER; LIMITATION OF LIABILITY
7.1. GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, (I) THE SERVICES ARE PROVIDED “AS IS”, (II) ANKAR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT, AND (III) ANKAR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANKAR MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES SHALL BE ERROR-FREE OR SECURE, THAT DEFECTS SHALL BE CORRECTED OR THAT ACCESS TO THE SERVICES SHALL BE UNINTERRUPTED.
7.2. AI DISCLAIMER. DUE TO THE INHERENT LIMITATIONS OF GENERATIVE ARTIFICIAL INTELLIGENCE TECHNOLOGY, THE SERVICES MAY PROVIDE OUTPUT CONTAINING INACCURACIES, OMISSIONS, OR CONTENT THAT IS OTHERWISE NOT SUITABLE FOR ALL CONTEXTS OR PURPOSES. CUSTOMER IS RESPONSIBLE FOR VERIFYING THE ACCURACY, COMPLETENESS AND APPROPRIATENESS OF OUTPUTS AND SHOULD NOT RELY ON THE SERVICES OR ANY OUTPUT FOR ADVICE OF ANY KIND, INCLUDING LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE. ANY OUTPUT IS NOT A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PROFESSIONAL. ADDITIONALLY, CUSTOMER ACKNOWLEDGES THAT THE LEGAL STATUS OF GENERATIVE ARTIFICIAL INTELLIGENCE OUTPUT IS UNCERTAIN AND THAT OUTPUTS MAY NOT BE SUBJECT TO PROTECTION UNDER INTELLECTUAL PROPERTY LAW, AND ANKAR MAKES NO WARRANTIES WITH RESPECT THERETO.
7.3. LIMITATION OF LIABILITY. EXCEPT IN CASE OF GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS UNDER CLAUSE 8, OR BREACH OF THE AUP, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND REGARDLESS OF THE THEORY OF LIABILITY: (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS OR BUSINESS, REGARDLESS OF THE FORESEEABILITY OR ANY NOTICE OF SUCH DAMAGES, EXCEPT IN THE CASE OF A BREACH OF CLAUSE 5 (CONFIDENTIALITY; PRIVACY); AND (II) THE TOTAL AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO ANKAR UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE FIRST DATE OF THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE LIABILITY.
8. INDEMNIFICATION
8.1. By Customer. Customer agrees to indemnify, defend and hold harmless Ankar, its affiliates and licensors, and its and their directors, officers, employees, or agents, successors and assigns, from and against any liabilities, damages, interest, losses, costs, expenses (including reasonable attorneys’ fees) to the extent arising out of a third-party claim related to Customer’s breach of the AUP.
8.2. By Ankar. Ankar agrees to indemnify, defend and hold harmless Customer, its affiliates and licensors, and its and their directors, officers, employees, or agents, successors and assigns, from and against any liabilities, damages, interest, losses, costs, expenses (including reasonable attorneys’ fees) to the extent arising out of a third-party claim alleging that the Ankar IP infringes any third-party intellectual property right. This excludes claims to the extent arising from an Exception. If Ankar reasonably believes that all or any portion of the Ankar IP is likely to become the subject of any infringement claim, Ankar may (i) procure, at its expense, the right for Customer to continue using the relevant Ankar IP in accordance with this Agreement, (ii) replace or modify the allegedly infringing Service so it is non-infringing, or (iii), if (i) and (ii) are not commercially practicable, terminate this Agreement upon written notice and provide a Pro-Rated Refund. Customer shall promptly comply with all reasonable instructions Ankar provides with respect to (i) and (ii) above.
8.3. Indemnification Procedure. A party seeking indemnification under this Agreement shall (i) provide the indemnifying party with prompt written notice upon becoming aware of any relevant claim, (ii) reasonably cooperate in the defense of or investigation of the claim, and (iii) allow the indemnifying party sole control of defense and settlement of the claim, provided that the party seeking indemnification is entitled to participate in its own defense at its sole expense. The indemnifying party shall not enter into any settlement or compromise of any claim without prior written consent of the other party, which shall not be unreasonably withheld, except that the indemnifying party may without consent enter into any settlement of a claim that resolves the claim without liability to the other party, impairment to any of the other party’s rights, or requiring the other party to make any admission of liability. The remedies in this clause 8 are Customer’s sole and exclusive remedies for third-party infringement claims.
9. SAAS TERMS
This clause 9 only applies if the Order Form indicates that the deployment method is SaaS.
9.1. Localisation. Customer Content will be processed and stored solely in the data hosting location set forth in the Order Form, except to the extent the Customer uses the Services in other regions, in which case Customer Content may be transmitted to and from such region(s) as necessary to enable the Services.
9.2. Security. Ankar shall implement reasonable systems, processes and other safeguards to maintain the security of the Services, including, as a minimum, by maintaining the safeguards described in Ankar’s SOC 2 Type II report and the requirements of its ISO 27001 certification (the “Security Commitment”), available at trust.ankar.ai.
9.3. Uptime. Ankar shall use commercially reasonable efforts to ensure the Services remain accessible to Customer throughout the Term.
9.4. Fair Use. If Ankar reasonably determines that Customer’s consumption of compute or storage exceeds fair use (i.e., Customer’s consumption-to-expenditure ratio is materially greater than that of Ankar’s other customers), Ankar may begin invoicing Customer monthly for, and Customer shall pay for, an appropriate proportion of Ankar’s cloud hosting costs (i.e., effectively raising Customer’s overall expenditure with Ankar such that its consumption-to-expenditure ratio is no longer materially greater than that of Ankar’s other customers); provided that at least 10 days prior to any such costs being passed through, Ankar will notify Customer in writing of its intention to begin passing through costs; and make its representatives available to discuss in good faith (i) the cloud hosting costs incurred so far during, and anticipated to be incurred through the remainder of, the Term; and (ii) strategies to reduce such costs.
9.5. Rate Limits. Ankar may impose reasonable request- or bandwidth-based limits on Customer’s use of the Services, and may throttle, queue, or temporarily suspend Customer’s usage of the Services if (i) Customer exceeds an applicable limit, (ii) Ankar believes the traffic threatens the security, integrity or availability of the Services, or (iii) required by applicable law. Limits are not static and may be temporarily adjusted downwards as necessary to protect the security, integrity or availability of the Services. Ankar shall consider in good faith Customer’s written request for temporary increases to limits to support planned workload spikes.
9.6. Customer Content Retrieval. If Customer provides written notice to Ankar prior to the effective date of any termination or expiration of the Agreement (except in the case of termination for cause by Ankar) requesting post-termination or -expiration Services access: Customer may continue to access the Services solely to retrieve Customer Content (and, to the extent required by law, other exportable data and digital assets) for thirty (30) days following the effective date of termination or expiration, or for such longer period as required by applicable law. Following expiry of the retrieval period, Ankar shall destroy Customer Content in accordance with clause 4.5 (Effect of Expiration or Termination).
10. VPC TERMS
This clause 10 only applies if the Order Form indicates that the deployment method is Customer VPC.
10.1. License. Subject to the terms and conditions of this Agreement and Customer’s compliance herewith, Ankar grants Customer a non-exclusive, non-sublicensable, non-transferable (except in connection with a permitted assignment under clause 11.3) and limited license to install and operate the Platform (as provided to Customer by Ankar) in Customer’s virtual private cloud environment (“Local Environment”), solely for use during the Term in accordance with this Agreement and the Documentation. The number of active installations at any one time during the Term shall not exceed the number set forth in the Order Form.
10.2. Deployment Assistance. Ankar shall provide reasonable support to Customer, and Customer will cooperate with Ankar, to facilitate Customer’s installation and deployment of the Platform. Customer acknowledges that Customer will not be able to operate the Platform and use the Services until its installation and deployment in Customer’s Local Environment has been successfully completed.
10.3. Local Environment Isolation. Customer acknowledges that deployment of the Platform to a Local Environment may limit Ankar’s ability to update, patch, or otherwise provide maintenance and support for the Platform. Accordingly, Customer acknowledges and agrees that Ankar’s Functionality Warranty shall not apply to the extent its inability to access the Platform prevents it from investigating and remedying an applicable defect, and its obligation to provide support services (if any) shall not apply to the extent its inability to access the Platform prevents it from rendering such Support Services.
10.4. Additional Support Assistance. Customer shall maintain system logs relating to the operation of the Platform in the Local Environment. Upon Ankar’s request, Customer will provide (i) such logs and other information about Customer’s Local Environment (e.g., security settings, hardware requirements, OS versions, connectivity status) and (ii) remote access to the Local Environment; in each case, as necessary for Ankar to confirm compatibility, identify factors affecting functionality, or otherwise provide support.
10.5. Security, Maintenance and Operation. Customer acknowledges and agrees that the security, maintenance and operation of Customer’s Local Environment is, as between Customer and Ankar, solely Customer’s responsibility, and that Customer is solely responsible for management of its relationship with the cloud provider(s) providing its virtual private Local Environment, including ensuring its compliance with the relevant cloud agreements and payment of fees. Customer represents and warrants that it will maintain and enforce industry-standard security practices and procedures to protect the Local Environment and the Platform from unauthorised access.
10.6. Updates. Customer shall install (or permit Ankar to install) updates, patches, or security fixes to the Platform installed in the Local Environment within a commercially reasonable period after such update is provided or made available.
10.7. Minimum System and Configuration Requirements. The Platform may not function properly in Local Environments that do not meet minimum system requirements or are not properly configured. Customer is responsible for ensuring that its Local Environment meets such requirements and is configured appropriately, as described in the Documentation, including any third-party dependencies (such as GPU architectures, runtime libraries, container orchestration requirements, or third-party cloud provider specifications) and configuration requirements (such as network topology, security group configurations, and identity and access management roles and permissions).
10.8. Deletion Attestation. Within thirty (30) days of the expiration or termination of this Agreement, Customer shall permanently delete all instances of the Platform from the Local Environment and provide an attestation, signed by an officer of Customer, certifying that the Platform has been permanently deleted.
10.9. Expenses. To the extent Ankar provides installation, deployment, or related professional services under this clause 10, Ankar may invoice Customer (and Customer shall pay) for reasonable costs and expenses incurred in connection therewith.
11. MISCELLANEOUS
11.1. Governing Law. This Agreement shall be governed by the laws of England and Wales, without regard to conflict of laws principles. Disputes and claims shall be adjudicated exclusively by the courts of England and Wales. Notwithstanding the foregoing, the Parties may apply to any court of competent jurisdiction for temporary or permanent injunctive relief.
11.2. Waiver. No waiver of any term of this Agreement shall bind the Party making such waiver unless in writing and signed by the Party making such waiver. Any such waiver shall be effective only in the specific instance and for the specific purpose given. No waiver by a Party hereto of any breach or default of any of the covenants or agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.
11.3. Assignment. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that Ankar may assign its rights and obligations under this Agreement without the consent of (but with written notice to) the other Party (i) to an affiliate or (ii) as part of any merger (by operation of law or otherwise), consolidation, reorganisation, change in control or sale of all or substantially all of its assets related to this Agreement or similar transaction. This Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the Parties.
11.4. Independent Contractors. The relationship of the Parties is that of independent contractors. The Parties are not deemed to be agents, partners or joint venturers of the others for any purpose as a result of this Agreement or the transactions contemplated thereby.
11.5. Notices. All requests and notices required or permitted to be given to the Parties shall be given in writing and shall be delivered to the other Party, effective on receipt, at the addresses set forth in the Order Form (or such other addresses as may be designated in writing by a Party from time to time).
11.6. Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (other than payment obligations) due to any cause beyond the reasonable control of the Party invoking this provision, the affected Party’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence. If the delay or inability to perform continues for more than 90 days, either Party may terminate this Agreement upon written notice without liability.
11.7. Export and Trade Control Laws. Customer agrees that it shall not export or re-export, directly or indirectly, the Ankar IP to any country for which the UK, US or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Ankar IP may not be exported or re-exported (i) into any UK- or US-embargoed countries or any country that has been designated by the UK or US government as a “terrorist supporting” country, (ii) to anyone listed on any UK or US government list of prohibited or restricted parties, including the UK Strategic Export Control List, the US Treasury Department’s list of Specially Designated Nationals or the US Department of Commerce Denied Persons List or Entity List; or (iii) to any person that is 50% or more owned, individually or in the aggregate, or otherwise controlled by one or more persons listed on any such list or located in any such country. Customer shall not permit any third party to access or use the Ankar IP in violation of this clause 11.7. Customer represents and warrants that it is not located in any such country or on any such list, and is not 50% or more owned, individually or in the aggregate, or controlled by any person located in any such country or appearing on any such list. Customer shall not submit to the Services any data or information that is controlled under the UK Export Control Order 2008, the US International Traffic in Arms Regulations, or the US Export Administration Regulations (other than items classified as EAR99 or controlled solely for anti-terrorism reasons), unless expressly authorised in writing by Ankar. Customer is responsible for and hereby agrees to comply at its sole expense with all applicable UK and US export, import and trade sanctions laws and regulations.
11.8. Publicity. Each Party may, solely with the other’s prior consent, reproduce and display the other Party’s name, trademarks and logos on its websites and other marketing materials for the purpose of identifying Customer as a user of the Services. Additionally, Ankar may, solely with Customer’s prior consent, use and publish Customer’s testimonials and feedback regarding the Services in publications, presentations and marketing materials. Any public use of a Party’s name, trademarks and/or logos by the other Party shall be consistent with any trademark or branding guidelines provided by the other Party and shall in no event disparage or demean the other Party.
11.9. Headings. The captions to the several sections in these terms and conditions are included for convenience of reference only and shall not affect its meaning or interpretation.
11.10. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof. In entering into this Agreement, neither Party is relying on any statements, representations or warranties not contained herein. Except as otherwise expressly set forth herein (e.g., with respect to the AUP), no consent, modification or change to this Agreement shall bind either Party unless in writing signed by both Parties.
11.11. Precedence. In the event of a conflict or inconsistency between the documents that collectively comprise or are referenced in this Agreement, the following order of precedence shall apply: the AUP, the DPA, the Order Form, these Terms of Service, the Documentation, and all other documents and pages referenced herein.
11.12. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions of this Agreement shall continue in full force and effect. The Parties further agree to negotiate in good faith a valid, enforceable substitute provision that most nearly reflects the original intent of the Parties.
11.13. Third-Party Beneficiaries. Except as expressly provided in this Agreement, a person who is not a Party to this Agreement shall not have any rights to enforce any of its terms (under the Contracts (Rights of Third Parties) Act 1999 or otherwise). The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any person that is not a Party to this Agreement.
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