Please read the following carefully before installing and/or using any of our Product(s) and/or Service(s). By clicking “I agree” or “accept” (or other similar buttons), or by otherwise accessing and/or using any part of the Service (defined below), you acknowledge that you have read, understood, and agreed to be bound by all the terms and conditions of this Terms of Use (the "Agreement"), the date of such occurrence being the "Effective date".
This Agreement constitutes a binding agreement between you and Periculum Technologies Inc. ("Periculum," "Prolific," "Periscope," "Insights," "We," "us," “the Company” or "our"). It governs your access to and use of the software and services and any future software, products or services.
If you are entering into this agreement on behalf of an entity, you represent that you have the right, authority, and capacity to bind such entity to this agreement, and in such a case, all references to "you" hereinafter shall mean such entity.
If you do not agree with any of the terms and conditions of this agreement, please do not download, install or use the service. Regardless of anything to the contrary, this agreement shall only limit your rights to the extent that such laws or regulations permit, to the extent that consumer protection or local laws or regulations grant you mandatory or statutory rights.
1
When used in this Agreement with initial letters capitalised, these terms have the following meaning:
“Account” means any accounts or instances created by, or on behalf of, Subscriber or its Affiliates within the Services;
“Additional Feature(s)” means additional features or functionality (e.g., built by Periculum) that are available or enabled through the Services but do not form part of the Service. Additional Features also include third-party services that are purchased and/or subscribed to via a Service Order and that are identified as being resold by Periculum and governed by such third party’s alternate agreement. Additional Features are purchased or enabled separately and distinctly from Subscriber’s Service Plan and Deployed Associated Services;
“Affiliate(s)” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise;
“Agent(s)” means an individual (including those of Subscriber’s Affiliates) authorised to use the Service(s) through Subscriber’s Account as an agent,account owner and/or administrator, each as identified through an individual Agent login;
“Agent Contact Information” means personal data about Subscriber’s Agents, such as their name and email address, that Periculum stores separate from the Services in order to, among other things, communicate with Subscriber’s Agents related to Periculum’s provision and support of Services. Agent Contact Information is not considered Service Data;
“Agent Login” means a unique username and associated password provisioned to an individual to permit them to access the Services;
“Agreement” means the Terms of Use together with any and all Supplemental Terms, Service Order and other mutually executed documents. The Main Services Agreement may also be called “Master Subscription Agreement” , “MSA” or Terms of Use;
“API” means the application programming interfaces developed, made available and enabled by Periculum that permit Subscribers to access certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications;
“Confidential Information” means all nonpublic information, including, but not limited to, trade secrets, computer programs, technical drawings, algorithms, formulas, processes, ideas, inventions (patentable or not), other technical or business information, physical samples, financial, business, sales information, know-how, terms of agreements, negotiations or proposals, all data, and such other information disclosed by Periculum in whatever form and which (i) is known by the receiving party (Customer, Agent, or any other Customer’s authorised representative) to be confidential; (ii) under circumstances by which the receiving party should reasonably understand such information is to be treated as confidential, whether or not marked by the disclosing party as “Confidential” or otherwise is marked as or stated to be confidential. Confidential Information may not be used, published, or redistributed by the receiving party without the prior written consent of Periculum;
“Customer” means a person or business or corporate entity who makes use of our Products or Services:
“Customer Data” means data, information (including but not limited to Personal Data) and any material, content, phrases, entries uploaded to or created in the Services or transmitted through or stored in the Services (collectively “Input”) by the Customer, its Agents or any End-User, or otherwise made available, by or for Customer to or through the Services;
“End-User” means the person or corporate entity who uses our Product or Services;
“Personal Data" means any information relating to an identified or identifiable natural person under the Customer’s Account, who can be identified, directly or indirectly;
“Personal Information" means any information that can be used to identify a person;
“Platform” means the Website, mobile application or any other medium through which Periculum offers its Products and Services to its customers, users or Subscribers;
“Products” any of or a combination of Prolific, Periscope and Insights developed by Periculum;
“Services” any services or applications provided by Periculum through Prolific, Insights and Periscope (the “Products”) without limitation to the chatbot as a service to you (a) on trial or Beta mode, (b) free of charge basis or (c) as Paid Services. The Services do not include Third Party Services;
“Service Data” means all electronic data, text, messages, communications or other materials submitted to and stored within a Service by Subscriber, Agents and End-Users in connection with Subscriber’s use of such Service, excluding Agent Contact Information;
“Service Order” means Periculum’s generated service order form(s) or online ordering document or process completed, executed or approved by Subscriber with respect to Subscriber’s subscription to a Service, which may detail, among other things, the number of Agents authorised to use a Service under Subscriber’s subscription and the applicable Service Plan;
“Service Plan(s)” means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site and in Documentation applicable to the Service) for the Services;
“Site” or “Website” means a website, domain or application operated by the Periculum, including www.periculum.io , as well as all other websites that the Periculum from which the Services are available to Customers;
“Software” means software provided by Periculum (either by download or access through the internet) that allows Agents or End-Users to use any functionality in connection with the applicable Service;
“Statement of Work” means the documents that highlight the Products and Services that Periculum will provide to its Customers;
“Sub-processor(s)” means any third-party data processor engaged by Periculum, including entities from the Periculum, who receives Service Data from Periculum for processing on behalf of Subscriber and in accordance with Subscriber’s instructions (as communicated by Periculum) and the terms of its written subcontract;
“Subscriber” means the Customer or party specified above with the address as set forth on the Service Order and may also be referred to as “You” or “Your”;
“Subscriber Marks” means any trademarks, service marks, service or trade names, taglines, logos or other designations of Subscriber;
“Subscription Charges” means all charges associated with the Subscriber’s access to and use of an Account;
“Subscription Term” means the period during which the Subscriber has agreed to subscribe to a Service;
“Supporting Applications” means a web-based, mobile, offline or other software application designed to work with the Services and made available to the Customer by Periculum or third-party through the marketplace;
“Usage Charges” means additional Subscription Charges incurred by the Subscriber relating to using certain features and functionality that the Subscriber enables within the Service.
2
Periculum (“Periculum”, “We”, “Us”, or “Our”) develops, owns and manages innovative products, all dedicated to empowering businesses in the digital landscape. Our comprehensive suite of services redefines customer engagement, data management, and insights harnessing.
Periculum may vary the Product(s) from time to time at its absolute discretion, and the users shall be notified of any such variations where necessary. Any changes will be posted on the Website(s).This “Terms of Use” is an Agreement between you and Periculum. It details Periculum’s obligations to you. It also highlights the risks of using our Services, and you must consider such risks carefully, as the provisions of this Agreement will bind you through your use of this Website or any of our Services.
3
Use of Prolific: AI Bots as a Service (BaaS) and Chatbots
AI Bots as a Service (BaaS) and Chatbots offer a versatile solution for businesses seeking automated and intelligent conversational interfaces. Our service provides ready-to-deploy AI bots that can handle various tasks, streamline communication, and enhance customer engagement. These bots are customisable to meet specific business needs, making interactions more efficient and personalised. The use of this product is subject to these terms and conditions and any contravention of these terms may result in the suspension or revocation of the user's account.
Use of Periscope: Optical Character Recognition (OCR) Tool
Our Optical Character Recognition (OCR) product is designed to convert scanned or photographed text into editable and searchable data. Leveraging advanced algorithms, this tool ensures accurate and efficient extraction of text from images, enabling users to digitise and analyse printed or handwritten documents seamlessly.
Use of Insights: Data-Driven Analytics and Credit Scoring API
Tailored for financial institutions, our Data-Driven Analytics and Credit Scoring API empower organisations to make informed decisions based on Personal Financial Data. This API utilises advanced analytics to assess creditworthiness, offering valuable insights for risk management. By leveraging data-driven algorithms, financial institutions can enhance their decision-making processes, optimise lending strategies, and ensure responsible and accurate credit scoring.
The use of any of these Products is subject to these terms and conditions and any contravention of these terms may result in suspending or revoking the user's account.
4
Periculum is committed to managing your Personal Information in line with global industry best practices. You can read our Privacy Notice to understand how we use your information and the steps we take to protect your information.
5
Account Creation
To use our Service, you have to create an account by registering. To register, you will provide us with certain information that personally identifies you, such as your email, first name, last name and phone number. We may seek to verify your information (by ourselves or through third parties), after which we will approve your account unless deemed risky to our business. You permit us to do all these. You can refuse to authorise the use and/or disclosure of your Personal Information. However, if you choose to exercise this right, you may not be able to utilise some features of the Services we provide. Each User (including natural person, business or legal entity) shall maintain only one main account at any time.
Account Details
If you are assigned or create an account, password, or any other sensitive information as part of our security measures, you are obligated to maintain the confidentiality of this information. You are strictly prohibited from sharing it with any third party.
We reserve the right to deactivate any account or password, whether selected by you or assigned by us, at our discretion, should we reasonably believe that you have violated any of the terms outlined in this agreement.
If you become aware or suspect that someone other than yourself has become privy to your account or password. In that case, it is imperative that you promptly notify us using the provided contact information.
6
Our Website and Services are not directed at persons under 18. We do not knowingly transact with or provide any services to persons under 18.
By accessing, installing, downloading or using our website, services, and/or Product(s), you confirm that you are at least 18 years old (or if you are younger than 17 years old, inclusive, that you are accessing, installing, downloading or using our website, services, and/or software only with the approval of your parent or legal guardian and, if applicable, with the supervision of a teacher, educator or equivalent), that you are legally able to enter into this agreement, and that you have read, understand and agreed to be bound by this agreement.
You are independently responsible for complying with all applicable laws related to your use of our Website and Services.
7
This Website or any information or materials contained herein are not directed or intended for distribution to or use by any person or entity who is a citizen, resident, or located in any jurisdiction in which such distribution, use, publication, or the ability to access is contrary to the laws or regulations, or in which Periculum or any of its affiliates or otherwise related entities meet the requirements for registration or licensing within such jurisdiction.
8
We may provide links to other websites and resources provided by third parties from time to time. These links are provided for your convenience. We do not endorse or take responsibility for the content of those websites, we are not responsible for the availability of them and will not be liable in any way for any loss or damage which you may suffer by your use or inability to use those websites.
If you decide to access linked websites you do so at your own risk. If you purchase any goods or services from a third party or third party website to which we provide a link, your contract for the supply of those goods and services will be with that third party.
Reference to any product or service on the site does not constitute an offer to sell or supply that product or service and does not mean that the product or service is available in all countries or that the name and description of any product in your country will be the same as that included on the site.
9
Classification
Periculum may classify certain Periculum services or Periculum Technology, including a particular release or feature, as Beta. Periculum Services or Technology may be generally available in some circumstances (e.g., in some countries or regions) while still classified as Beta in other circumstances.
Nature of Beta Services
By their nature, Beta Services may be feature-incomplete or contain bugs. Periculum may describe limitations that exist within a Beta Service; however, your reliance on the accuracy or completeness of these descriptions is at your own risk. You should only use Beta Services in a production environment until and if you understand and accept the limitations and flaws that may be present in Beta Services.
Feedback
Unless Periculum otherwise agrees in writing, your use of Beta Services is confidential, and you must provide timely Feedback on the Beta Services in response to Periculum's requests.
Availability During Beta Period
Periculum may suspend or terminate your access to any Beta services at any time.
We’re constantly developing new technologies and features to improve our Services and Product(s). As part of this continual improvement, we sometimes add or remove features and functionalities, increase or decrease limits on our Services and start offering new services or stop offering old ones. When a Product requires or includes downloadable software, that software sometimes updates automatically on your device once a new version or feature is available. Some Products let you adjust your automatic update settings.
If we make material changes that negatively impact your use of our Products or if we stop offering a service, we’ll provide you with reasonable advance notice, except in urgent situations such as preventing abuse, responding to legal requirements, or addressing security and operability issues.
10
Periculum may offer a free trial period for evaluation purposes during the applicable trial period (“Trial Period”) prior to charging for the subscription fees. Notwithstanding anything to the contrary in this Agreement, to the maximum permitted by law, Periculum and Periculum’s affiliates will provide no warranty, indemnity, support, or other obligations or liabilities whatsoever, with respect to trial periods, and Periculum has the right to terminate a trial period at any time and for any reason.
11
In the event that you change any information provided to us at registration, including your address, you agree to notify us within 7 (seven) days of such a change. We may be unable to respond to you if you contact us from an address, telephone number, or email account that is not registered with us.
12
You represent and warrant to Periculum that:
You have full power and authority to enter into, execute, deliver and perform this Agreement;
You have the legal right to use any credit card(s) or other payment method(s) in connection with any purchase, payment or subscription;
You will comply with this Agreement and all applicable laws and regulations;
Any information you provide to us, both when you register and in the future, is and will be true, accurate, current, and complete;
You will keep all information up-to-date; and
You accept and agree to these Terms.
13
You agree not to allow anyone else to access or use your password details and comply with all reasonable instructions we may issue regarding account access and security. In the event you share your password details, Periculum will not be liable to you for losses or damages. You will also take all reasonable steps to protect the security of the personal electronic device through which you access Periculum Services (including, without limitation, using a PIN and/or password-protected personally configured device functionality to access Periculum services and not sharing your device with other people). You are responsible for securely managing your password(s) for the Services and to contact Periculum if you become aware of any unauthorised access to your Account.
14
A high-speed Internet connection is required for proper transmission of the Services. The subscriber is responsible for procuring and maintaining the network connections that connect the Subscriber’s network to the Services, including, but not limited to, browser software that supports protocols used by the Product(s)or other protocols accepted by Periculum, and to following procedures for accessing services that support such protocols. Periculum is not responsible for notifying Subscriber, Agents or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Periculum. Periculum assumes no responsibility for the reliability or performance of any connections as described in this Section.
15
Unless otherwise authorised by Periculum in this Agreement or expressly agreed to otherwise in writing by Periculum, Subscriber may not use the Services in any manner where Subscriber acts as a service bureau or provides any outsourced business process services on behalf of more than one (1) third party (other than Affiliates) through a single Account. This provision is not intended to prevent or inhibit the use of the Services to provide business support to multiple End-Users; however, Subscriber agrees not to licence, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Services to any third party, other than authorised Agents and End-Users in furtherance of Subscriber’s internal business purposes as expressly permitted by this Agreement, unless expressly agreed to otherwise in writing by Periculum. Without limiting the foregoing, the Subscriber’s right to access and use the services is also subject to the restrictions and policies implemented by Periculum from time to time with respect to the service as set forth in the Documentation or otherwise communicated to the Subscriber in accordance with this Agreement.
16
We represent and warrant to the Customer that (i) during the term of the Agreement, Periculum will perform its operations in a manner to ensure accessibility and continuity of offered Services in accordance with their use and purpose and (ii) any support performed by or on behalf of Periculum under the Agreement, if any, will be performed in a professional and workmanlike manner and by personnel that has the necessary skills, training and background to perform such support. If a Service or Product is, or in Periculum’s opinion is likely to become, the subject of a claim, suit, or proceedings of infringement, Periculum may in its sole discretion and at no cost to You: (i) procure the right to continue using such Services; (ii) replace or modify the Services to make it non-infringing (even if that modification materially impacts the value or utility of the Services), or (iii) terminate the Agreement or any affected Services.
You acknowledge and agree that Services or any portion of it and any Content accessed by You through the Sites is (i) provided on an “AS IS” and “AS AVAILABLE” basis and may change or discontinued over time at our sole discretion and (ii) without any and all warranties and representations of any kind whether express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement, title or arising by a course of dealing or usage of trade. In particular, due to the complexity of long-distance data transmission, there is no possibility of ensuring absolute accuracy, security, accessibility, integrity and continuity of the provided Services. You understand that use of the Services necessarily involves the transmission of your data over networks that we do not own, operate or control, and we are not responsible for any of your data lost, altered, intercepted or stored across such networks. We do not make or give any representation or warranty that your use of the Services, Sites or Content, or any portion of them will always be available, accessible or uninterrupted, timely, secure, error-free or free from viruses or other malicious software, that we will preserve or maintain your data without loss, that transmission of you data will always be secure or that unauthorised third parties will never be able to defeat our security measures or those of our third-party service providers, that any error, bug or problem be resolved or that they will meet the Customer’s requirements and no information or advice obtained by you from us or through the Services shall create any warranty not expressly stated in the Agreement. We do not guarantee any minimum response times or delivery times in connection with the performance of the Services. We may perform scheduled or emergency maintenance (including temporary suspension of any Services if necessary) to maintain or modify any Services without previous notice given to you and without any liability on our side.
In no event will Periculum have any obligation or liability arising from (i) use or inability to use of any Services in a modified form or in combination with materials not furnished by Periculum; (ii) statements or conduct of any third party on or in the Services, (iii) any Customer Data (iv) any failure by Customer to comply with Customer’s responsibilities under this Agreement; and (v) for delays, interruptions, service failure or other problems inherent in use of the internet and electronic communication or other outside our reasonable control, (vi) use by Periculum of any equipment or specification provided by Customer and per Customer’s instructions, for the provision of any support or implementation services, (vii) damages suffered by the Customer, Agents or End-Users, or any other person or entity having arisen due to the third-party claims, suspension or closing of the Account by the Customer or the company, or for other reasons arising from the Customer’s fault or damage incurred by the Customer, Agents, End-Users, or any other person or entity as a result of Customer’s third-party usage of Services that enable or prevent the Customer or Agents or End-Users from accessing the provided Services; (viii) damages caused by the Customer or the impossibility to use the Services, incidental and consequential damages, including damage actually suffered, the loss of expected profits/benefits, data loss, damage or computer crash, the costs of substitute equipment and software, shut-down, or company reputation infringement;
Periculum advises the Customer that a number of factors outside of Periculum control may arise and impact the quality of our Services and Products and your access and/use of our Services and Products, including, without limitation, actions of third parties who do not act on behalf of Periculum, force majeure, fires, strikes, accidents, pandemic, any form of cyberattacks and technical conditions beyond the control of Periculum, e.g. the Internet. The hardware, software, and technical infrastructure used by the Customer can also influence the Services. Any delay or default affecting the availability, functionality, or timely performance of the Services caused by such circumstances will not constitute a breach of the Agreement. The Customer acknowledges that there may be instances where the Services may become temporarily unavailable due to scheduled maintenance, system upgrades, or technical difficulties. Periculum shall make reasonable efforts to minimise any disruption to the Services and shall promptly resolve any issues causing the unavailability. However, the Customer acknowledges and agrees that occasional interruptions or unavailability of the Service may occur and does not constitute a breach of the Agreement. Periculum shall not be held liable for any damages, losses, or inconvenience caused by the temporary unavailability of the Services.
17
You agree to indemnify, defend and hold harmless Periculum, its managers, directors, employees, affiliates, partners, agents, and third parties for any costs, losses, expenses (including attorneys’ fees), liabilities regarding or arising out of your enjoyment of or inability to enjoy the Website or its services and Periculum’s Services and Products, your violation of the Terms, any rights of third parties, or applicable law.
By using our services, you agree to indemnify and hold Periculum harmless from any direct or indirect claims, liabilities, damages, costs, and expenses that may arise as a result of your reliance on our Products.
If an indemnity obligation arises, you shall: (a) promptly notify us of the claim, (b) provide reasonable assistance in defence and settlement at our expense, (c) we will control the defence and settlement. You cannot settle without our written consent if it adversely affects our rights or interests or adds obligations
18
For all Users
You expressly understand and agree that Periculum, including its directors, officers, employees, representatives or the service provider, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if you have been advised of the possibility of such damages), resulting from; (a) use or the inability to avail the Platform (b) inability to use the Platform (c) failure or delay in accessing the Platform (d) any performance or non-performance by the Company (e) any damages to or viruses that may infect your electronic devices or other property as the result of your access to the Platform or your downloading of any content from the Platform and (f) server failure or otherwise or in any way relating to the Platform.
If you’re a business user or organisation:
To the extent allowed by applicable law, you’ll indemnify Periculum and its directors, officers, employees and contractors for any third-party legal proceedings (including actions by government authorities) arising out of or relating to your unlawful use of the services or breach of these terms or service-specific additional terms. This indemnity covers any liability or expense arising from claims, losses, damages, judgements, fines, litigation costs and legal fees.
If you’re legally exempt from certain responsibilities, including indemnification, then those responsibilities don’t apply to you under these terms. For example, the United Nations enjoys certain immunities from legal obligations and these terms don’t override those immunities.
Periculum won’t be responsible for the following liabilities:
loss of profits, revenues, business opportunities, goodwill or anticipated savings
indirect or consequential loss
You will comply with this Agreement and all applicable laws and regulations;
punitive damages
Periculum’s total liability arising out of or relating to these terms is limited to the greater of (i) N50,000 Naira or (ii) the fees that you paid to use the relevant services in the 1 months before the breach.
You understand and acknowledge that you shall be solely responsible for all the activities that occur under your User Account while accessing the Platform.
19
The only commitments that we make about our Services (including the content in the Services, the specific functions of our Services or their reliability, availability or ability to meet your needs) are provided in (a) the Warranty section; and (b) laws that can’t be limited by these terms.
20
You understand and acknowledge that by accepting these Terms and Conditions. We reserve the right to introduce you to a third party to provide additional Service that may expand your obligations under these terms and conditions.
21
You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Site. As necessary, we will add VAT to the price of purchases. We may change prices at any time. All payments shall be in the applicable currency of the jurisdiction of access.
You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorise us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge until you notify us of your cancellation.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.
If Subscriber fails to pay Subscription Charges or any other charges indicated on any Service Order or Statement of Work, or in any Supplemental Terms, within 5 (five) days of Periculum’s notice to Subscriber that payment is delinquent, or if Subscriber does not update payment information upon Periculum’s request, in addition to other remedies, Periculum may suspend access to and use of the Services by Subscriber, Agents and End-Users. As permitted by applicable law, Periculum reserves the right to charge the Subscriber late payment penalties or interest charges on any past-due invoices that are not subject to a previously noticed good faith dispute as to the amount owed.
Upgrades
If the subscriber chooses to upgrade the Service Plan or increase the number of Agents authorised to access and use a Service during the Subscription Term, any incremental Subscription Charges associated with such upgrade will be charged in accordance with the remaining Subscription Term. In any subsequent Subscription Term, the Subscription Charges will reflect any such upgrades.
Downgrades
The Subscriber may not downgrade its Service Plan or reduce the number of Agents during any Subscription Term. The Subscriber may only downgrade its Service Plan or reduce the number of Agents under any Service Plan for a subsequent Subscription Term at the end of the then-current Subscription Term by providing Periculum with 30 (thirty) days prior written notice indicating which instances will be affected and the details of the downgrade requested. In the event of a downgrade, Subscriber must demote any downgraded Agents prior to the beginning of the subsequent Subscription Term. Downgrading the Service Plan may generate additional costs (e.g., storage costs) and cause loss of content, features, or capacity of the Service as available to Subscriber under an Account, and Periculum is not responsible for such loss. If a new Service Order is not signed by the Subscriber before the end of the then-current Subscription Term, the Services will renew automatically.
Taxes
Unless otherwise stated, Periculum’s Subscription Charges shall include VAT. Periculum will invoice the Subscriber for such taxes if Periculum believes it has a legal obligation to do so and the Subscriber agrees to pay such taxes if so invoiced. Periculum agrees to not charge a Subscriber any taxes if the Subscriber gives Periculum a tax exemption certificate before an invoice is sent out. However, the Subscriber will not be able to get this exemption again after receiving written notice from the appropriate tax authority that they do not qualify for the claimed exemption.
If the Subscriber is required to withhold taxes from payments to Periculum, the Subscriber shall pay Periculum the amount owing on the invoice, less a deduction for such taxes withheld to be remitted directly by the Subscriber to the relevant tax authority. Subscriber will provide Periculum with a valid receipt for such taxes remitted to the relevant tax authority within 30 (thirty) days of Subscriber’s payment to Periculum from which the withholding was made. If the Subscriber does not provide the valid receipt for such taxes remitted within 30 days, the Subscriber agrees and acknowledges that it will be charged and will have to pay for the full amount of the invoice.
If the Subscriber is legally required to withhold taxes from payments to Periculum but fail to do so and pay an invoice in full, the Subscriber may be entitled to reimbursement of the taxes which should have been withheld. Such reimbursement can only be made in the first year following payment of the relevant invoice to Periculum, once the Subscriber provides Periculum with a valid receipt for the taxes remitted to the relevant tax authority in respect of that invoice.
Payment Agent
If Subscriber pays by credit card or certain other payment instrument, the Services provide an interface for the Account owner to change credit card information (e.g., upon card renewal). Payments made by credit card, debit card or certain other payment instruments for the Periculum Service are billed and processed by Periculum’s Payment Agent. Subscriber hereby authorises the Payment Agent to bill Subscriber’s credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services, and for periodic Subscription Charges applicable to Deployed Associated Services to which Subscriber subscribes until the subscription to the Services terminates, and Subscriber further agrees to pay any Subscription Charges so incurred. If applicable, Subscriber hereby authorises Periculum and the Payment Agent to charge Subscriber’s credit card or other payment instrument to establish prepaid credit. The Account owner will receive a receipt upon each acceptance of payment by the Payment Agent, or they may obtain a receipt from within the Services to track subscription status. To the extent the Payment Agent is not Periculum, the Payment Agent is acting solely as a billing and processing agent for and on behalf of Periculum and shall not be construed to be providing the applicable Service. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Subscriber’s billing information except to process Subscriber’s credit card information for the Payment Agent.
Payment Portal
If the subscriber requires Periculum to use a vendor payment portal or compliance portal that charges Periculum a subscription fee or a percentage of any uploaded invoice as a necessary cost of doing business, Periculum shall invoice the subscriber for the cost of this fee, and the subscriber is responsible for paying it.
Cancellation
All purchases are non-refundable. You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with our services, please email us at [email address] or call us at [telephone number].
22
You own all your User Information entered and stored via the Platform. You are responsible for the information's reliability and accuracy. We store your User Information for your convenience, eliminating the need for constant log-ins. By accepting these Terms, you authorise us to use your User Information, including personal information, for authentication and updates to your credentials. Periculum will not use the information you provide for any other reason.
You can delete or uninstall the Platform, but you will still be obligated to fulfil Periculum’s obligations, including outstanding payments. If the Agreement is terminated, your data will be inaccessible.
23
To avoid data loss, we back up your data every day for 7 days. We guarantee that data processing regulations are met. You guarantee compliance with data processing requirements by ensuring that User Information provided by you does not violate third-party rights. You undertake to hold Us harmless from any third-party claims relating to this data or the agreement.
24
You retain all rights to the data you input into any of the platforms. We do not claim ownership of any data you submit. By using the platform, you grant us a non-exclusive, worldwide, royalty-free licence to use, host, store, and process the data solely for the purpose of providing the services and as described in the Privacy Notice.
25
You understand and acknowledge that by accepting these Terms and Conditions. We reserve the right to introduce you to a third party to provide additional Service that may expand your obligations under these terms and conditions.
26
Periculum may use third-party service providers that are utilised by Periculum to assist in providing the Services to Subscriber, but they do not have access to Service Data. Any third-party service providers utilised by Periculum will be subject to confidentiality obligations that are substantially similar to the confidentiality terms herein. Periculum shall be responsible for the acts and omissions of members of Periculum’s third-party service providers to the same extent that Periculum would be responsible if Periculum were performing the services of each third-party service provider directly under the terms of this Agreement.
Safeguards
Periculum will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data for Enterprise Services in accordance with the Enterprise Security Measures described as “How We Protect Your Service Data (Enterprise Services)”; for Innovation Services in accordance with the Innovation Security Measures described as “How We Protect Your Service Data (Innovation Services)”; as well as in accordance with Supplemental Terms for any Deployed Associated Services, as applicable. Periculum compliance with the Enterprise Security Measures or the Innovation Security Measures, each as applicable, shall be deemed compliance with Periculum’s obligations to protect Service Data as set forth in the Agreement.
Service Data
Periculum will, and Subscriber hereby instructs Periculum to, access Service Data to provide, secure and improve the Services. Subscriber is solely responsible for the accuracy, content, and legality of all Service Data. To improve Periculum machine learning functionality, Periculum models will only be trained on Service Data which has been subject to de-identification processes.
27
Licence to use the services and tools offered through the Platform, you are required to either download and install the App or use the services directly on our Website. Periculum grants you a limited, non-exclusive, non-transferable, non-sub-licensable and revocable right to use the Platform. The Platform is licensed and not sold to you and shall only be used as per these Terms and Conditions.
Scope of Licence: You may use the Platform on/from mobile phones, tablets or any other electronic devices.
Maintenance & Support: You acknowledge that while Periculum may, at its sole discretion, provide maintenance and support for the Platform from time to time, Periculum shall have no specific obligation whatsoever to furnish such services to you.
Updates/Upgrades: We may launch new updates/upgrades for the Platform, you may subscribe to the same through the Online Stores. In the event, you choose not to update/upgrade the Platform, certain features or functionality will not be accessible to you.
28
In order to access and utilise the services and tools provided through our platform, you are required to either download and install our mobile application ("App") or use our services directly on our website. Periculum hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to use the Platform. Please note that the Platform is licensed to you and not sold, and its usage is subject to the terms and conditions outlined herein. You may also access and use the Platform on various electronic devices, including mobile phones, tablets, and other compatible devices.
You acknowledge that, at its sole discretion, We may provide maintenance and support for the Platform from time to time. However, it's important to understand that we are not under a specific obligation to furnish such services to you. We may release new updates and upgrades for the Platform to enhance its features and functionality. You have the option to subscribe to these updates and upgrades through online stores or the designated distribution channels. Should you choose not to update or upgrade the Platform, please be aware that certain features or functionalities may become inaccessible.
Your use of the Platform is contingent upon your compliance with these Terms and Conditions. Any violation of these terms may result in the revocation of your licence to use the Platform.
Please read and understand these terms carefully. By using the platform or our website, you agree to abide by these terms. If you do not agree with these terms, please refrain from using our services.
29
The Software may use or include third-party open-source software, files, libraries or components that may be distributed to you and are subject to third-party open-source licence terms. If there is a conflict between any open-source licence and the terms of this Agreement, then the open source licence terms shall prevail, but solely in connection with the related third-party open-source software. In accordance with the law, Periculum disclaims all warranties and indemnities with regard to any third-party open-source software.
30
We will maintain certain data that you transmit to the Site to manage the Site's performance, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit, or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
31
We may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licences, rights, consents, releases, and permissions to use and to authorise us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.
32
By posting your Contributions to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and licence to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorise sublicenses of the foregoing. The use and distribution may occur in any media format and through any media channels.
This licence will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights, or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (a) to edit, redact, or otherwise change any Contributions; (b) to re-categorise any Contributions to place them in more appropriate locations on the Site; and (c) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
33
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights. We shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgement or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
34
You agree not to;
Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Make any unauthorised use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.
Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
Engage in unauthorised framing of or linking to the Site.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Make improper use of our support services or submit false reports of abuse or misconduct.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
Use any information obtained from the Site in order to harass, abuse, or harm another person.
Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavour or commercial enterprise.
Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
Delete the copyright or other proprietary rights notice from any Content.
Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
Reproduce, sell, or exploit any part of the Platform;
Share material containing software viruses or code designed to disrupt or damage computer systems;
Disrupt the normal flow or negatively affect other users' real-time exchanges;
Interfere with the Platform or connected networks or disobey network regulations;
Violate any applicable local, state, national, or international laws and regulations;
35
Periculum exclusively owns all rights, including intellectual property, in the Platform, Services, Products, logos, and software, except for Third Party Properties
The Platform may display the logos, trademarks, and service marks owned by the Us or others. This does not grant you a licence, and unauthorised use may breach intellectual property laws. The Platform belongs to Us; these Terms do not transfer ownership.
36
We may from time to time and at our discretion provide updates or upgrades to the Software and/or the Services (each a “Revision”) but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the Software. All references herein to the Software shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original Software unless the Revision is accompanied by a separate licence agreement which will govern the Revision.
37
Periculum reserves its rights to terminate these Terms and Conditions in the event:
You breach any provision of these Terms;
We are required to do so under law;
Liquidation;
We choose to discontinue the Service being offered or discontinue operating the Platform;
The licence granted to use the Platform expires;
Of non-payment of outstanding sum.
Upon termination of these Terms, your rights and licences under these Terms will immediately expire. You must cease using the Platform and the Service. Termination of these Terms, for any reason, does not relieve you of your obligations, including but not limited to repaying any outstanding sum.;
38
We shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that are caused by events outside of our reasonable control (“Force Majeure Event”).
A Force Majeure Event includes in particular (but without limitation) the following: strikes, lockouts or other industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; cyberattacks; fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster or Act of God; nuclear, chemical or biological contamination or sonic boom; impossibility of the use of public or private telecommunications networks; the acts, decrees, legislation, regulations or restrictions of any government; the non-delivery or late delivery of products or Service to us by third parties; or any other event beyond a Party’s reasonable control.
Our performance under these Terms and Conditions is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.
39
Periculum reserves the right to modify, change, substitute, remove, suspend or update these Terms and Conditions or any information thereof at any time by posting the updated Terms and Conditions on the Platform. Such changes shall be effective immediately upon such posting. Continued use of the Platform, subsequent to making the changes, shall be deemed to be your acceptance of the revised Terms.
40
Please report any violations or grievances with relation to these Terms and Conditions to the Us at support@periculum.io.
41
We reserve the right, but not the obligation, to: (a) monitor the Site for violations of these Terms of Use; (b) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (c) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (c) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (e) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
42
If we fail at any time to insist upon strict performance of any of your obligations under any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under these Terms, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by Us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with these Terms.
43
Where any portion of this Terms of Use is deemed invalid or unenforceable either in whole or in part by any court or tribunal, such part shall be severed from the Terms of Use and shall not affect the validity or enforceability of any other part in this Terms of Use.
44
If you have any complaints or reservations about us or any of the Services we provide, you may contact us via support@periculum.io
.png)
.png){kind=small}
.png)
