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otso Annotator Licence Agreement

Terms and Conditions

[last updated March 2021]

These terms and conditions form the basis of your agreement with otso for the provision of the otso Annotator (otso Annotator). These terms and conditions take effect and become binding at the point where you set up an account to login to the otso Annotator and click the ‘I agree’ box to confirm your set up.

1. Parties to this agreement

1.1 When you read words “otso”, “us”, “our” or “we” it means cognitiveCX Pty Ltd t/a otso.ai ACN 622 845 989 of Suite 22/36 Agnes Street, Fortitude Valley, Queensland 4006 and our directors, employees, agents, successors and legal assigns. For general enquiries email us at hello@otso.ai.

1.2 The words “you”, “user” or “your” means you, the user of our otso Annotator and your employees, agents, successors and legal assigns (as applicable).

1.3 For notice purposes, you can contact us using the details above and we may provide notice to you via email, in software notification or via other electronic means using the details you notified to us when setting up your account.

2. Interpretation

2.1 Definitions

In this agreement unless expressed to the contrary:

(a) Act means the Corporations Act 2001 (Cth).

(b) otso Annotator means our proprietary software for the annotation of unstructured data for machine learning and artificial intelligence modelling.

(c) Effective Date means the date you set up your otso Annotator account.

(d) GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth) or any other similar tax.

(e) Intellectual Property means all intellectual property rights of otso whether now existing or created after the date you set up your account including copyright and related rights, registered and unregistered trade and service marks, business and domain names, all rights in relation to inventions (including patents and patent applications), designs, plant varieties, circuit layouts, coding, confidential information, manuals, trade secrets, know how, research data, recipes, formulae, discoveries and any other intangible proprietary rights whether registered or not, arising from intellectual activity related in any way to the invention, software, plant variety, circuit layouts, products, or our otso Annotator.

2.2 Interpretation

In this agreement unless expressed to the contrary:

(a) clause and subclause headings do not affect the interpretation of this document;

(b) reference to a party to this agreement includes its successors and permitted assigns; (c) reference to legislation includes all regulations and subordinate legislation as modified or replaced; (d) where a word or phrase is defined its other grammatical forms have a corresponding meaning; (e) any reference to ‘person’ includes a corporation or other legal entity;

(f) ‘includes’ must be interpreted as without limitation;

(g) any reference to payment or ‘dollars’ is to Australian currency;

(h) reference to writing includes any means of electronic communication;

(i) no rule of construction will apply to a provision to the disadvantage of a party merely because that party put forward the provision or would otherwise benefit from it.

3. Duration of this agreement

3.1 This agreement comes into force on the day you set up your account.

3.2 This agreement will continue in force until terminated in accordance with clause 12.

4. What we do

4.1 A cloud-based annotator built for Machine Learning Engineers and Data Scientists. It improves the management of text annotation projects with automatic task distribution and collaboration tools; so that projects are not blocked by text labelling.

5. How it works

5.1 Upon setting up your account you will have access to our cloud-based otso Annotator to upload your data with an efficient, team based annotation experience, enabling the control of your data preparation with flexible export options to suit your workflows

6. Intellectual Property

6.1 All Intellectual Property in the otso Annotator remains the property of otso. You do not have ownership rights to our otso Annotator.

6.2 You must not use, communicate, copy, display, distribute, modify, translate, reformat, incorporate into other works, promote, create derivative works, or in any way exploit or allow others to exploit our otso Annotator in whole or in part, except as expressly authorised by us.

7. Grant of Licence – otso Annotator

7.1 otso grants to you, on the terms set out in this agreement, a non-transferable, non-exclusive licence to access our otso Annotator in exchange for receipt of payment of the Licence fee notified to you in writing, or as set out on our website, as applicable.

7.2 We do not grant you any other right to or license to use our Intellectual Property. 7.3 otso Annotator licenced access:

(a) is available to the number of users within your business as specified in your subscription tier;

(b) is limited to your business and cannot be shared with third parties;

(c) includes access to our online helpdesk resources, but excludes other services.

7.4 Nothing in this agreement can be construed to confer on you any rights or ownership to the otso Annotator by implication, estoppel or otherwise, except as expressly permitted in these terms and conditions.

8. Your data

8.1 Title to and all Intellectual Property in your data remains your property.

8.2 You grant otso a license to use, copy, transmit and store your information and data for the purposes of enabling your access to the otso Annotator.

8.3 All information or data uploaded is the sole responsibility of you or the person providing the data. We are not responsible for this content and will have no liability in respect of the quality of the data, or any third-party rights in respect of that data.

8.4 If this agreement is terminated, otso will hold your data for a maximum period of ninety (90) days from the date of termination. At your request, your data will be accessible by you during this period. Fees will apply for provision of data by request. At the end of the ninety (90) day period, your stored data will be permanently deleted from the otso Annotator.

9. Your Responsibilities in using the otso Annotator

9.1 You warrant that you have the right or license to use all data processed through the otso Annotator. You agree to indemnify us against any loss or damage (including consequential loss) that may result from any information processed through the otso Annotator, including but not limited to copyright breach or other intellectual property infringement.

9.2 When using our otso Annotator you agree:

(a) to provide true and correct details when you set up your account;

(b) to keep account contact and billing details up to date;

(c) to pay subscriptions, invoices and fees owing to us in full and on time;

(d) to keep all username and passwords secure and confidential and not to share the access details with anyone other than employees entitled to use them, this may include regularly changing passwords;

(e) to implement a procedure to ensure that ex-employees are not able to access our otso Annotator after their employment has ended;

(f) to immediately notify us of any unauthorized use of your passwords or other breach of security;

(g) not to rent, lease, sell, transfer, redistribute, make available or sublicense your access our otso Annotator or software to any third party;

(h) to only use the otso Annotator for lawful purposes, in accordance with this agreement and any directions given by us from time to time;

(i) not to access or attempt to access the administrative interface of the otso Annotator by any means other than the interface provided;

(j) not to use our otso Annotator in a manner that could bring otso or its brand into disrepute or in a manner for which it is not intended;

(k) not to introduce viruses, malware or other damaging things or code into the otso Annotator;

(l) not to use the otso Annotator in a manner that could damage, disable, overburden or impair our otso Annotator or interfere with any party’s use and enjoyment of our otso Annotator; and

(m) not to copy (except as expressly permitted by this license) decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of otso materials, any updates, or any parts of the software, or the servers or networks which are connected to the otso Annotator. Any attempt to do so is a violation of the rights of otso.

If you breach your responsibilities or other parts of this agreement, we may terminate your access and you may be subject to prosecution and damages.

10. Security and accessibility

10.1 Any data stored in or processed through the otso Annotator is stored or processed in Australia.

10.2 Continuous access to the otso Annotator is dependent on third party services. As a result, the otso Annotator may be inaccessible from time to time.

10.3 Fees and Payment

10.4 All fees quoted by otso are expressed in Australian dollars (AUD), exclusive of GST. You agree to pay to otso an amount attributable to GST in addition to any amount payable.

10.5 The otso Annotator Licence fee has been notified to you in writing or is displayed on our website as a subscription level.

10.6 otso Annotator Licence fees are payable monthly in advance in accordance with our invoice payment terms.

10.7 otso Annotator Licence fees are calculated based upon your subscription level.

10.8 You agree to pay any applicable surcharge on payments made by credit card.

10.9 Interest may be charged on any overdue payment, accruing daily from the date when payment becomes due, until the date of payment, at a rate of 8% per annum (compounding monthly).

10.10 If any payment is dishonoured for any reason you agree to pay any dishonour fees incurred by otso, as well as any costs and disbursements incurred by otso in pursuing the debt (including legal costs on a solicitor and own client basis and collection agency costs).

11. Termination

11.1 Your otso Annotator Licence is a ‘no lock-in’ contract.

(a) You may give written notice to end your Licence agreement at any time by email to hello@otso.ai, which we will confirm with your nominated contact.

(b) Your notice to terminate will take effect thirty (30) days after the end of your then current billing period.

(c) You are liable to pay for access to the otso Annotator up to the date of termination and will continue to have access to the otso Annotator until the date of termination.

11.2 Subject to the provisions of the Act, either party may terminate the Licence by (ninety) 90 days written notice to the other party if an insolvency event occurs where:

(a) the party ceases to or is unable to pay its creditors in the ordinary course of business, or announces its intention to do so;

(b) a receiver, receiver and manager, administrator, liquidator or similar officer is appointed to the party or any of its assets;

(c) the party enters into, or resolves to enter into, a scheme or arrangement, compromise or composition with any class of creditors;

(d) a resolution is passed or an application to a court is taken for the winding up, dissolution, official management or administration of the party;

(e) anything having a substantially similar effect to any of the events specified above happens under the law applicable to this agreement.

11.3 otso may terminate this agreement by providing 90 days written notice without assigning any reason for doing so.

11.4 otso may terminate this agreement immediately, without notice in the following circumstances: (a) you commit a serious breach of this agreement;

(b) you engage conduct that is detrimental to, or could be seen to be detrimental to the reputation of otso; or

(c) you cease to carry on business.

11.5 Consequences of Termination

(a) Upon termination:

(i) you will no longer have access to the otso Annotator;

(ii) otso will hold your data for a maximum period of ninety (90) days from the date of termination, which data will be accessible by you upon request. Fees will apply for provision of data by request.

(b) Ninety (90) days after termination, all your data will be permanently deleted from the otso Annotator.

11.6 Termination by either party is without prejudice to any accrued rights or remedies of that party and will not release the other party from liability in respect of any breach or non-performance of any obligation.

12. Privacy

12.1 Each party undertakes to protect the security of any personal information coming into its possession as a result of this agreement, and to immediately notify the other party in the event of a breach.

12.2 With regard to your data, otso is the data processor of that information, and you are the data controller.

12.3 Our Privacy Policy contains full details of the personal information we collect, how we use this information and how we store it.

13. Indemnity

13.1 To the extent that our act or omission (including negligent act or omission) has not contributed to the loss, you agree to indemnify and defend the otso from any claims, damages, liabilities, costs, or expenses (including without limitation court costs, collection costs, and reasonable legal fees) related to:

(a) any copyright breach or intellectual property infringement claims by third parties; (b) you use of the otso Annotator;

(c) your breach of this agreement.

14. Limitation of liability

14.1 Either party's liability for any claim relating to this agreement will be reduced to the extent to which the other party’s negligence contributed to the damage relating to the claim.

14.2 To the fullest extent permitted by law otso:

(a) excludes all liability in respect of loss or theft of data, interruption of business or any consequential or incidental damages suffered by you or any other person or entity;

(b) excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this agreement.

14.3 Where warranties are implied by law the liability of otso will be limited in respect of any claim to, at the option of otso, supplying the otso Annotator licence again, or promptly remedying the fault in the otso Annotator.

14.4 The parties agree that otso’s total aggregate liability for all claims relating to this agreement is limited to the fees actually received from you in the twelve (12) months immediately preceding the date of claim.

14.5 This limitation of liability applies to the fullest extent permitted by law and survives any termination or expiration of this agreement or your use of the otso Annotator.

15. Notices

15.1 A communication required by this agreement, by a party to another, must be in writing and may be given to the other party by being:

(a) delivered personally; or

(b) posted by express mail to the address specified in this agreement, or as later notified by that party; or

(c) sent by email or other electronic means to a previously notified electronic address.

15.2 Communications delivered by mail are deemed received three business days after posting. Communications sent via electronic means are deemed received the same day if sent prior to 4:00pm during business hours in Queensland, or otherwise the next business day.

16. General provisions

16.1 Relationship - The relationship between the parties is one of independent contractors. There is no partnership or employment relationship between otso and you. This agreement does not create any legal relationship other than the contractual relationship formed under the provisions of this agreement.

16.2 No Waiver - Any time or other indulgence granted by either party will not in any way amount to a waiver of any of that party’s rights or remedies under this agreement.

16.3 Governing Law - This agreement is governed by the laws of Queensland and each party agrees to be subject to the jurisdiction of the courts of Queensland in the event of a serious dispute.

16.4 Severability - If any of the provisions of this agreement are determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed replaced by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the terms and conditions will continue in effect.

16.5 Entire agreement – this agreement forms the entire agreement of the parties for the assignment of the Intellectual Property and supersedes all prior understandings, negotiations, agreements, written or oral, express or implied.

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