Legal

Terms of Service

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I. ESSENTIALS

  • 1. These Terms of Service (the “ToS”) govern the use of the Product (the “Product”) and the subsequent provision of the services provided through the Product (the “Services”) by Sunny Side Labs P.C., operating under the distinctive title “Clam AI” (Company) to the Customer identified through the registration/activation processes described in Clause I.2 below.
  • 2. Acceptance of these ToS may be effected by Customer (i) electronically purchasing a license to access the Product through a click mechanism or online self-registration process made available by Company through the Website; or (ii) signing up for a Free Trial; or (iii) purchasing a license to use the Product through a third – party distributor of online products; or (iv) through execution by the Parties of an Order Form (or a Statement of Work or any other document, whatever the title) that incorporates these ToS by reference (together the “Purchase Method”).
  • Any individual completing any of the acts of acceptance referred to above on behalf of a legal entity represents that they have authority to bind that entity to the Agreement.
  • 3. These ToS, together with (a) the applicable Purchase Form; and (b) the Data Processing Agreement, and any other document incorporated hereto by reference constitute the “Agreement” between Company and Customer (each, a “Party”, together the “Parties”).

II. DEFINITIONS AND INTERPRETATION

1. Certain Definitions

  • “Agreement” has the meaning given in Clause I.3 above;
  • “AI Features” means the artificial intelligence-enabled (including large language model-based) functionalities of the Services described in Clause 7 (AI Features) below and the relevant points of the Documentation, comprising in particular (i) the automatic classification and labelling of Customer Data and (ii) the compilation of the natural-language rules written by the Customer into the access policies applied to each Shell;
  • “Authorized User” means Customer or an employee/contractor of Customer authorized by Customer to access and use the Services under a Customer account;
  • “Company” means Sunny Side Labs P.C., operating under the distinctive title “Clam AI”, a company operating under the jurisdiction of the Hellenic Republic with Registration nr 196798101000 and VAT nr 803432480, with registered address at Leof. Kifisias 44, Marousi, 15125, Greece.
  • “Customer” means the individual or legal entity completing the registration process or identified in the applicable Order Form or described in Clause I.2 above;
  • “Customer Data” means any data, emails or content made accessible to the Services by or on behalf of Customer including message content, headers, subject lines, sender and recipient details, labels, attachment metadata, the classification hints Customer supplies, the natural-language rules Customer writes and the audit records generated (including, where it meets the definition in Clause 10.1, Customer's Confidential Information);
  • “Data Processing Agreement” or “DPA” means the data processing agreement applicable hereto, as per clause 9 governing the processing of personal data under the Agreement;
  • “Documentation” means Company's then-current description of the Services available at the Website;
  • “Order Form” means an ordering document specifying the Services to be provided, executed between Customer and Company;
  • “Product” means Clam, Company's proprietary software platform, through which the Services are provided;
  • “Purchase Method” means the method (one of those outlined in Clause I.2 above) through which Customer purchases the Product, and “Purchase Form” means the registration form, through which Customer subscribes to the Product and elects a Usage Package (unless otherwise expressly stipulated including an “Order Form”);
  • “Services” means the provision of access to and use of the Product, including the Clam dashboard, the Shell permission-granting and audit functionality, and the Third-Party Integrations made available through the Website, in each case as described in the Documentation;
  • “Shell” means a designated, secure, policy-governed access channel created by the Customer within the Product for a single AI agent (or a designated cluster of agents), through which that agent may access and act upon Customer's connected email account solely to the extent permitted by the access policies Customer configures for that Shell, with every action and decision recorded in the audit records, as further described in the Documentation;
  • “Subscription Term” means the Initial Term and any Renewal Term specified in the Purchase Method;
  • “Usage Package” means the manner in which the Services are provided, as selected in the Purchase Method;
  • “Website” means the Company's website at https://useclam.ai, including the Clam console at https://console.useclam.ai and any successor or related domains operated by Company.
  • Additional words capitalized in these ToS are defined at the relevant clauses.

2. Interpretation and Order of Precedence

2.1. Interpretation

  • In the Agreement:
    • (a) the singular includes the plural and vice versa, and any gender includes all genders;
    • (b) references to a statute or regulation include amendments and re-enactments of said statute or regulation;
    • (c) the Agreement is executed in English, and any translation is for convenience only and without legal effect; and
    • (d) headings are for ease of reference only.

2.2. Order of Precedence

  • In the event of any conflict between the components of the Agreement, precedence is determined by specificity as follows:
    • (a) the Purchase Form prevails over these ToS on matters it stipulates; and
    • (b) the DPA prevails over every other document on matters relating to the processing of personal data.

III. AGREED TERMS

1. Scope of Services

  • 1.1. Company provides Customer with access to the Product in the form of the Usage Package selected in the Purchase Form, enabling Customer to use and enjoy the Product's functionalities within the confines of the Access Rights prescribed in Clause 3 (Access Rights) below. Customer thereby is entitled (indicatively) as specified in the applicable Purchase Form to
    • (a) connect Customer’s email to the Product;
    • (b) create designated, secure per agent or clusters of agents Shells (as defined in the Documentation);
    • (c) generate reports; and
    • (d) receive proactive recommendations and alerts,
  • in each case as described in the Documentation.
  • 1.2. The Services are provided under the Usage Package selected in the Purchase Method.
  • 1.3. Company is not obligated to provide Customer with new versions, features, or functionality developed after commencement of the Subscription Term, although Company may make these available at its discretion.

2. Free Trial and Product Purchase

2.1. Free Trial

  • 2.1.1. Company may – if Company elects so at its sole discretion – provide potential customers a Free Trial access to the Product.
  • 2.1.2. In order for potential customers to acquire access to the Product for the Free Trial period, potential customers shall be required to provide Company with the same information as Customers do, excluding billing information. In the event that billing information is requested, Company shall not use that information for billing purposes until a Subscription Term commences.
  • 2.1.3. Unless otherwise specifically agreed, the Free Trial shall last for a period of seven (7) days from activation (the “Free Trial Period”). Upon expiry of the Free Trial Period, all Product - based access to Customer's mailbox and all Services provision shall cease, and Customer's access to the Services shall terminate, unless Customer has purchased a subscription in accordance with Clause 2.2 below.
  • 2.1.4. Services provided during a Free Trial Period shall not differ from the Services with the following exceptions:
    • (a) Company shall make available only basic tier functionalities. Upgraded versions may be provided solely at Company’s discretion;
    • (b) During the Free Trial Period, Company is free to either modify the terms of Services or even cancel a Free Trial use.
  • 2.1.5. No payment card or other billing information is required in order to obtain a Free Trial, and no subscription commences and no charge is made unless and until Customer expressly purchases a subscription in accordance with Clause 2.2 below.

2.2. Product Purchase

  • 2.2.1. Services are provided to Customer on a subscription basis. Upon registration through the elected Purchase Method, Customer shall acquire access to the Services included in the selected Usage Package.
  • 2.2.2. Usage Packages are identified in the Purchase Form. Said Form shall include (at least):
    • (a) The Customer information;
    • (b) The number of Authorized Users (in case of a legal entity Customer);
    • (c) The type/tier of Services to be provided;
    • (d) The Subscription Term;
    • (e) The Subscription Fees;
  • 2.2.3. Company may freely engage and use third-party service providers in connection with the provision of the Services. To the extent any such third-party processes Customer’s Personal Data on behalf of Company, such third party shall be engaged and such processing shall be governed in accordance with the DPA. Per Customer’s selection, the Services shall be provided in connection to the available Customer-selected third-party systems (including email provider and AI agent services) identified in the Purchase Form (“Third-Party Integrations”).
  • Upon connection to such Third-Party Integrations, Customer warrants that they hold the licenses, consents, and authorizations necessary for Company to connect to and retrieve data from such Third-Party Integrations and undertakes to maintain said licenses, consents, and authorizations for the whole term of this Agreement.
  • 2.2.4. Company is not responsible for the availability, security, or functioning of any Third-Party Integration.

3. Access Rights

3.1. Company Grant

  • Subject to the Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, to access the Product and use the Services in the form of the selected Usage Package in the Purchase Form for Customer's personal and/or internal business purposes, up to the user limits and usage metrics specified in the applicable Purchase Form.

3.2. Reservation of Rights

  • Except for the rights expressly granted in Clause 3.1. above, no right, title, or interest in the Product, the Services, or any Company intellectual property is granted to Customer, and all such rights are reserved by Company.

4. Usage Rules

4.1. Orders

  • 4.1.1. Each Purchase Form is governed by these ToS and becomes binding upon Customer's electronic acceptance under the registration process/execution referred to in Clause I.2 above.
  • 4.1.2. Additional Services may be added to an existing Purchase Form. Unless otherwise agreed, the Services shall run coterminous with the existing Subscription Term.

4.2. Permitted/Acceptable Use

  • 4.2.1. The actions that Customer may authorise an AI agent to perform through a Shell are limited to reading, searching, drafting, sending, replying, forwarding, archiving, moving messages to trash, and changing read status, in each case only to the extent expressly enabled by Customer for the relevant Shell and subject to any approval requirement and quiet hours configured by Customer.
  • 4.2.2. Customer shall not use the Services to:
    • (a) send spam, phishing or unsolicited messages;
    • (b) use the Services in order to deceive any third party (through impersonation or otherwise) or to conduct unlawful surveillance of any third party;
    • (c) violate any applicable law;
    • (d) infringe any third party's intellectual property or privacy rights;
    • (e) transmit any virus, malware, or other harmful code;
    • (f) attempt to gain unauthorized access to the Product; or
    • (g) use the Services in a manner that could damage, disable, or impair the Product.
  • 4.2.3. Additional acceptable use restrictions applicable to the AI Features are set out in Clause 7 below.

4.3. Use Restrictions

  • Customer shall not, and shall not permit any third party to:
    • (a) sell, rent, lease, sublicense, or otherwise commercially exploit the Services;
    • (b) reverse engineer, decompile, or disassemble the Product, save to the extent such restriction is prohibited by applicable law;
    • (c) use the Services to directly or indirectly build a competing product; or
    • (d) circumvent any user limits or usage restrictions specified in the Purchase Form.

4.4. User Accounts

  • 4.4.1. Customer shall designate Authorized Users up to the user limits specified in the Purchase Form. Access to the Product is provided through individual accounts protected by login credentials.
  • 4.4.2. Customer is solely responsible for maintaining the confidentiality of Authorized User credentials and for all activity occurring under its accounts, and shall notify Company promptly of any suspected unauthorized use.
  • 4.4.3. Customer shall ensure that Authorized Users comply with the Agreement and shall be liable for any breach of the Agreement by an Authorized User.

4.5. Service Availability

  • Support is provided in accordance with the applicable Usage Package specified in the Purchase Form. Unless expressly agreed in an Order Form, support is provided on a commercially reasonable, best-efforts basis and Company gives no commitment as to uptime, response or resolution times, and offers no service credits.

5. Customer Responsibilities

  • Customer is responsible for:
    • (a) the accuracy and lawfulness of Customer Data;
    • (b) obtaining all rights, consents, and licenses necessary for Company to receive, process, and use Customer Data as contemplated in the Agreement;
    • (c) appropriately configuring access rights, roles and Shell permissions within the Product and with any Third-Party Integration; and
    • (d) safeguarding Customer’s credentials;
    • (e) the instructions, permissions, rules, workflows, agent configurations and other parameters that Customer provides to or establish for the use of the Services;
    • (f) any act or omission occurring under Customer's account, Shells or Services, including any act or omission of any AI agent or other third-party system to which Customer has granted access through a Shell.

6. Warranties and Disclaimer

6.1. Warranties

  • 6.1.1. Each Party represents and warrants that it has full power and authority to enter into the Agreement.
  • 6.1.2. Company represents that Company:
    • (a) owns or is licensed the copyright of the Product;
    • (b) it will provide the Services in a professional manner consistent with generally accepted industry standards, contingent on and to the extent that:
      • (i) Customer’s computing systems are up-to-date and in good order;
      • (ii) Customer is cooperative in connection to day-to-day use and provision of troubleshooting information
      • (iii) Third – Party Integrations are operating and in good order and;
      • (iv) Fees are paid in accordance with the Agreement.
  • 6.1.3. Customer represents and warrants that Customer:
    • (a) has obtained the rights and legal bases necessary for its use of the Services and the submission of Customer Data;
    • (b) Currently holds and for the duration of the Agreement shall maintain all licences needed for the reception of the Services including all licences and authorisations needed for the Third-Party Integrations it elects to connect;
    • (c) holds all authority necessary to connect each mailbox to the Product and to authorise the actions that any AI agent may perform through a Shell, including where the mailbox is provided by, or the correspondence in it belongs to, a third party such as Customer's employer; and
    • (d) where Customer is a natural person, is at least 18 years of age and has full legal capacity to enter into the Agreement.

6.2. Disclaimer

  • THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF ACTIONS AND/OR RESULTS, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. COMPANY DOES NOT WARRANT THAT ANY OUTPUT OF THE AI FEATURES IS ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR DECISION, AND CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ANY DECISION OR ACTION TAKEN IN RELIANCE ON SUCH OUTPUT.

7. Use of Artificial Intelligence

7.1. Permitted Use

  • Customer may use the AI Features for its personal or internal business purposes, in accordance with the Agreement, the Documentation and this Clause 7.

7.2. Prohibited Use

  • Customer shall not use the AI Features, and shall not permit any Authorized User to use them:
    • (a) to make, or to substitute for, a decision producing legal effects concerning a natural person or similarly significantly affecting that person, based solely on automated processing and without meaningful human review;
    • (b) to infer or detect the emotions or psychological state of a natural person in the workplace or in an education institution, or to monitor, evaluate or score the correspondence, conduct or performance of an employee, worker or job applicant;
    • (c) for social scoring of natural persons, for biometric categorisation revealing or inferring sensitive characteristics, or for remote biometric identification;
    • (d) to deploy subliminal, manipulative or deceptive techniques designed to materially distort a natural person's behaviour in a manner likely to cause significant harm;
    • (e) in any manner that constitutes a prohibited artificial intelligence practice under the applicable legislation; or
    • (f) in violation of Clause 4 (Usage Rules), including the use restrictions in Clause 4.3.

7.3. Human Oversight and Configuration

  • 7.3.1. Whereas the AI Features classify Customer Data and compile the instructions Customer expresses into the access policies applied to each Shell, Customer is solely responsible for the configuration of each Shell, including which actions are enabled, which actions require prior approval, the scope and recipients of permitted actions.
  • 7.3.2. Customer shall establish a level of human oversight appropriate to the nature and potential consequences of the activity carried out through each Shell, and shall ensure that such oversight is exercised by natural persons having the necessary competence, training and authority. Customer shall not configure a Shell so as to permit an Agent to act without prior approval where human review is required by applicable law.
  • 7.3.3. Customer shall ensure that its Authorized Users have a sufficient level of AI literacy.

7.4. Roles and Compliance

  • 7.4.1. As between the Parties, Company acts as provider and Customer as deployer of the AI Features, and each Party shall comply with the obligations applicable to it in that capacity.
  • 7.4.2. Customer is solely responsible for determining whether its particular use of and instructions to the AI Features triggers any further obligation applicable to it under the AI Act or any equivalent legislation.

7.5. High-Risk Use

  • 7.5.1. The AI Features are not intended for, and shall not be used for, any high-risk purposes, and in particular shall not be used as a basis for decisions concerning employment or worker management, access to education, access to essential private or public services, creditworthiness, law enforcement, migration or the administration of justice.
  • 7.5.2. Customer acknowledges that if it uses the AI Features for a purpose falling within Annex III to the AI Act, or otherwise modifies their intended purpose such that they become a high-risk AI system, Customer shall be considered the provider of that high-risk AI system for the purposes of the AI Act and shall assume the obligations set out in the applicable legislation.

8. Intellectual Property and Customer Data

8.1 Intellectual Property

  • 8.1.1 Company, Company Affiliates and their licensors retain all right, title, and interest in the Product, the Services and all related documentation and methodology, including any enhancements, improvements, or derivative works thereof.
  • 8.1.2 Customer's specific business definitions and configuration created in the course of onboarding constitute Customer Confidential Information. Company does not acquire ownership of them, but may retain and use the underlying know-how and techniques developed in providing the Services, provided such use does not disclose Customer Confidential Information or Customer Data.
  • As between the Parties, Customer retains all right, title, and interest in Customer Data. Ownership of AI Feature outputs generated for Customer (including dashboards, reports, and recommendations) is addressed in the AI Addendum.

8.2 Customer Data

  • 8.2.1 Customer Data includes
    • (a) data retrieved from Customer's connected mailbox(es) and other Third-Party Integrations, including message content, headers, metadata and labels; and
    • (b) documents which may include Customer's confidential information or personal data of Customer's personnel, customers, or counterparties.
  • 8.2.2 Company will use Customer Data solely to provide the Services, in accordance with the Agreement, the applicable DPA.
  • 8.2.3 Company shall not use Customer Data to develop, train, fine-tune, improve or benchmark any machine learning or artificial intelligence model, whether Company's own or that of any third party, and shall use reasonable endeavours to procure that its sub-processors do not do so.

9. Privacy and Data Protection

  • To the extent that Company processes Personal Data on behalf of Customer in connection with the Services, such processing shall be governed by the DPA, which is incorporated into these Terms by reference. The DPA sets out the parties’ respective rights and obligations in relation to the processing of such Personal Data.
  • Company’s collection, use, and other processing of personal information relating to users of the Services, including where Company acts as a controller or otherwise determines the purposes and means of such processing, is described in Company’s Privacy Policy, as updated from time to time.
  • In the event of any conflict between these Terms and the DPA with respect to the processing of Personal Data on behalf of Customer, the DPA shall prevail.

10. Confidentiality

  • 10.1 “Confidential Information” means non-public technical or business information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with the Agreement, including the terms of the Agreement, pricing, and configuration referred to in Clause 8.1.2, and Customer Data.
  • 10.2 The Receiving Party undertakes to:
    • (a) protect Confidential Information using at least the degree of care it applies to its own confidential information of a similar nature, and in any event no less than a reasonable degree of care;
    • (b) restrict access to Confidential Information to personnel who need it to perform the Agreement and who are bound by confidentiality obligations at least as protective as those in this Clause; and
    • (c) not use Confidential Information except to perform its obligations or exercise its rights under the Agreement.
  • 10.3 Confidential Information excludes information that:
    • (a) is or becomes publicly available through no fault of the Receiving Party;
    • (b) was rightfully known to the Receiving Party prior to disclosure; or
    • (c) is required to be disclosed by law or valid legal process, provided the Receiving Party gives the Disclosing Party prompt notice (where legally permitted) and reasonable assistance to contest or limit the disclosure.

11. Fees and Taxes

11.1. Fees

  • 11.1.1. Customer shall pay the fees set out in the Purchase Form in accordance with the billing frequency and payment terms specified therein.
  • 11.1.2. Fees shall be increased proportionately to any change in the Usage Package elected by Customer.
  • 11.1.3. Except as expressly stated in the Purchase Form, fees are non-refundable.
  • 11.1.4. Usage limits cannot be automatically (without Customer’s approval) extended.
  • 11.1.5. Company may suspend the Services for amounts remaining unpaid fourteen (14) days after the due date, subject to Clause 12.1.4 (Suspension) below.
  • 11.1.6. Company may adjust the Fees with effect from the start of a Renewal Term on not less than thirty (30) days' prior notice to Customer. No such adjustment affects a period for which Customer has already paid.
  • 11.1.7. Fees exclude any costs of Third-Party Integrations, which remain Customer's responsibility.

11.2. Taxes

  • Fees are inclusive of applicable value added, sales, use, or similar taxes, which Customer shall bear in addition to the fees, excluding taxes on Company's net income.

12. Term and Termination

12.1 Term

  • 12.1.1. The Subscription Term commences on the Start Date specified in the Purchase Method and continues for the Initial Term specified therein.
  • 12.1.2. Unless either Party gives written notice of non-renewal or executes a cancellation act in the Product dashboard within the period specified in the Purchase Method prior to expiry of the then-current term, the Subscription Term renews automatically for successive Renewal Terms of the same duration as the Initial Term, unless the Purchase Method specifies otherwise.
  • 12.1.3. Fees applicable to a Renewal Term are subject to adjustment on notice given by Company at least thirty (30) days prior to the start of that Renewal Term.
  • 12.1.4. In addition to suspension of Customer’s access to the Services as per Clause 11.1.4 above, Company may suspend Customer's access to the Services, in whole or in part, on written notice, where reasonably necessary to:
    • (a) address a security threat to the Product or to other Customers;
    • (b) address undisputed non-payment persisting beyond the period specified in Clause 11.1.4 above;
    • (c) prevent a violation of Clause 4.2 (Permitted/Acceptable Use); or
    • (d) comply with applicable law.
  • Company will use commercially reasonable efforts to limit the suspension to what is necessary and to restore access promptly once the underlying issue is resolved.

12.2 Consequences of Expiry or Termination

  • 12.2.1 On expiry or termination of the Agreement:
    • (a) all rights granted to Customer under the Agreement immediately cease;
    • (b) Customer shall cease all use of the Services;
    • (c) Company shall maintain the dashboard available for reactivation, audit export and deletion for a period of twelve (12) months. Any Customer Data shall be retained in accordance with Company’s data retention practices and the Data Processing Agreement; and
    • (d) each Party shall pay any amounts accrued and owing as of the effective date of termination.
  • 12.2.2 Clauses 8 (Intellectual Property), 10 (Confidentiality), 6.2 (Warranties and Disclaimer), 11.2 (Taxes, to the extent of amounts accrued), 14 (Limitation of Liability), 15 (Indemnities), 16 (Governing Law and Dispute Resolution), and this Clause 12.2.2, together with any other provision which by its nature is intended to survive, survive expiry or termination of the Agreement.

13. Compliance with Laws

  • 13.1. Each Party shall comply with all laws and regulations applicable to its performance of the Agreement, including applicable data protection, export control, and anti-corruption laws.
  • 13.2. In furtherance to the above:
    • 13.2.1. Customer represents and warrants that, on a continuing basis throughout the Subscription Term, neither Customer, nor any of its Affiliates, nor any of their respective directors, officers, nor its beneficial owners, is:
      • (a) identified on any list of sanctioned persons or entities maintained by the United Nations Security Council, the European Union, the United States, the United Kingdom, or any other applicable sanctions authority (each, a “Sanctioned Person”);
      • (b) organized, located, or resident in a country or territory that is the subject of comprehensive Sanctions Laws; or
      • (c) otherwise, subject to Sanctions Laws in a manner that would prohibit Company from providing the Services.
    • 13.2.2. Customer shall not access or use the Services, and shall not permit any Authorized User to access or use the Services, from a jurisdiction subject to comprehensive Sanctions Laws, or on behalf of a Sanctioned Person.
    • 13.2.3. Customer shall comply with all applicable export control laws in connection with its use of the Services, and shall not export, re-export, or transfer the Product or any related technology in violation of such laws.
    • 13.2.4. Customer represents that its use of the Services is lawful in the jurisdiction from which it accesses them and is not for any military, nuclear, or other restricted end use prohibited by applicable export control laws, and shall promptly notify Company of any change in its status, ownership, or control that would affect the representations in this Clause 13.
    • 13.2.5. If Company reasonably determines that Customer, an Authorized User, or the use of the Services is or has become subject to Sanctions Laws or export control restrictions, Company may immediately suspend or terminate the Agreement, in whole or in part, without liability, on notice to Customer to the extent permitted by law.

14. Limitation of Liability

  • 14.1. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CLAUSE 10 (CONFIDENTIALITY), CUSTOMER'S BREACH OF CLAUSE 4.3 (RESTRICTIONS), CLAUSE 4.2 (ACCEPTABLE USE), OR CLAUSE 13.2 (SANCTIONS AND EXPORT CONTROLS), OR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER CLAUSE 15, THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
  • 14.2. NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, OR GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT OR TORT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • 14.3. THE LIMITATIONS IN THIS CLAUSE 14 APPLY REGARDLESS OF WHETHER A CLAIM ARISES FROM THE AI FEATURES OR ANY OTHER ASPECT OF THE SERVICES, AND ARE IN ADDITION TO ANY SPECIFIC LIABILITY ALLOCATION SET OUT IN THIS AGREEMENT AND/OR THE AI ADDENDUM.
  • 14.4. NOTHING IN THE AGREEMENT EXCLUDES OR LIMITS EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, FOR WILFUL MISCONDUCT OR GROSS NEGLIGENCE, OR FOR ANY OTHER LIABILITY THAT MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING THE MANDATORY RIGHTS OF CONSUMERS.

15. Indemnities

15.1. Company Indemnity

  • Subject to Clause 14 (Limitation of Liability), Company shall defend and indemnify Customer against direct damages finally awarded (or agreed in settlement), provided Customer promptly notifies Company of the claim, gives Company sole control of the defense and settlement, and provides reasonable cooperation, in immediate connection to:
    • (a) Company's breach of Clause 10 (Confidentiality);
    • (b) a breach of security attributable to Company leading to the accidental or unlawful destruction, loss, alteration or unauthorised disclosure of, or access to, personal data or Customer Data; and
    • (c) a third-party claim alleging that the Product, as provided by Company and used in accordance with the Agreement, infringes that third party's intellectual property rights, provided that Company shall have no obligation under this paragraph (c) to the extent the claim arises from (i) Customer Data, (ii) any modification of the Product other than by Company, (iii) any combination of the Product with items not supplied by Company, or (iv) any use of the Product in breach of the Agreement.

15.2. Customer Indemnity

  • Customer shall defend and indemnify Company against any third-party claim arising from:
    • (a) Customer Data, including any claim that Customer lacked the rights necessary to submit it to the Services;
    • (b) Customer's breach of Clause 4 (Usage Rules), Clause 5 (Customer Responsibilities) or Clause 6 (Warranties and Disclaimer);
    • (c) Customer's breach of Clause 4.2 (Acceptable Use);
    • (d) Customer’s breach of Clause 7.5.2. (Use of Artificial Intelligence);
    • (e) Customer's breach of Clause 13 (Compliance with Laws); or
    • (f) any Third-Party Integration selected or connected by Customer, or the acts or omissions of any AI agent to which Customer has granted access through a Shell.

16. Governing Law and Dispute Resolution

  • 16.1. The Agreement is governed by the laws of the Hellenic Republic, and subject to the jurisdiction of the courts of Athens.
  • 16.2. Parties shall first attempt in good faith to resolve any dispute arising out of or in connection with the Agreement through negotiation between senior representatives before initiating formal proceedings.

17. Miscellaneous

17.1. Entire Agreement

  • The Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior proposals, understandings, and agreements, written or oral, concerning the same subject matter.

17.2. Variation

  • Company may freely modify these ToS. Amended ToS shall apply from the time they are published to this domain.

17.3. Assignment

  • Neither Party may assign the Agreement without the other Party's prior written consent, not to be unreasonably withheld, except that Company may assign the Agreement, in whole or in part, to a Company Affiliate or in connection with a merger, acquisition, or sale of substantially all of its relevant assets, without Customer's consent.

17.4. Force Majeure

  • Neither Party is liable for any failure or delay in performance (other than Customer's payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, or failures of internet or telecommunications infrastructure not within its control.

17.5. Notices

  • Notices under the Agreement shall be in writing and delivered to the addresses specified above and are effective upon personal delivery, on the second business day after mailing. Notices to Company need to additionally to any legally imposed means be addressed to legal@useclam.ai.

17.6. Waiver; Severability

  • No failure or delay by either Party in exercising any right under the Agreement constitutes a waiver of that right. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.