This Subscription Services Agreement (the “Agreement”) constitutes a legal, binding agreement between Sigyn LTD (“Attentionflow”) and the client who will be known as “Client” throughout this agreement for Services and states the terms upon which Sigyn LTD provides such Services to Client.
The “Effective Date” of the Agreement shall be the date upon which Client first executes the order form for Services (“Order Form”). By executing an Order Form, Client agrees to the terms of this Agreement.
1. Services
1.1 Subject to Client’s compliance with this Agreement, Sigyn LTD will provide, and hereby execute upon the Client’s request for the services agreed upon in the order form. Service Descriptions are available at: https://attentionflow.ai/ and incorporated by reference herein (“Service Description”).
1.2 Services Activation. Following execution of the Order Form, Sigyn LTD shall initiate activation of the Service by providing Client with access to an account within the applicable Service (“Activation Date”). Client is responsible for providing Sigyn LTD with any specific instructions, information and requests in the Order form.
1.3 Data Retention. Sigyn LTD will retain Client Data for the Term of the Agreement, unless Client requests or implements specific retention policies within the Services. Following termination or expiration of this Agreement, Sigyn LTD will retain the Client Data for a minimum of six (6) months.
1.4 Support & Service Level Agreements. Sigyn LTD will submit the services requested within the time period specified in the Order Form and will inform the Client immediately and prior to the agreed date of any delays in providing the service.
The Client must inform the Company in writing (e-mail) within 3 business days of receiving the services if there is anything that does not conform to the requirements set out in the order form. If this is found to be valid, the Company agrees to redeliver the services in a way that conforms to the conditions of services in the order form.
2. Fees
Payment for the initial set up and standard monthly services rendered hereunder shall be made by the Client as specified in Client’s Order Form during the term of this agreement with Sigyn LTD.
The Client will be charged the fixed amount agreed in the order form per month. The first payment will come into effect as of the date specified in the order form.
Payment will need to be made within 15 business days of receiving the invoice from Sigyn LTD. If payment is not received, Sigyn LTD reserves the right to withhold services until the payment is received upon which, services will resume as per normal.
3. Client’s Use of the Services.
3.1 Client Account. Client shall create an account within the platform provided by Sigyn LTD. Client is responsible for (a) ensuring that Client’s account registration information is complete and accurate; and (b) the security and confidentiality of Client’s account credentials. Client shall designate at least one authorized user who shall have administrative access to Client’s account, with full access privileges and the authority to place orders. The Authorised User is responsible for managing all aspects of the Services
3.2 Licence to Client Information. “Client Information” means the information of Client which is transmitted to Sigyn LTD for any purposes in connection with the provision of the Services. Client hereby grants Sigyn LTD the limited, non-exclusive right to access, copy, transmit, download, display, and reproduce Client Information as necessary to provide, support and improve the Services, or as otherwise authorised hereunder. Client represents and warrants that Client has all necessary rights in and to the Client Information to grant the foregoing licence to Sigyn LTD.
3.3 Client Indemnification. Client hereby agrees to indemnify and hold harmless Sigyn LTD, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that publishing our content infringes on any trademark, trade name, service mark, copyright, licence, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Client herein, or (iii) any claim related to the Client’s site, including, without limitation, content therein not attributable to Sigyn LTD.
4. Confidentiality.
4.1 Confidential Information. “Confidential Information” means (a) the non-public business or technical information of either party, including but not limited to information relating to either party’s product plans, customers, designs, costs, prices, finances, marketing plans, business opportunities, personnel, research, development or know-how; (b) any information designated by either party as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential; (c) the terms of this Agreement; or (d) Client Data or Information.
“Confidential Information” will not include information that: (i) is in, or enters, the public domain without breach of this Agreement; (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (iii) the receiving party knew prior to receiving such information from the disclosing party; or (iv) the receiving party develops independently without reference to the Confidential Information.
4.2 Confidentiality Obligations. Each party agrees: (a) that it will not disclose to any third party, or use for its own benefit or the benefit of any third party, any Confidential Information disclosed to it by the other party except as expressly permitted in this Agreement; and (b) that it will take reasonable measures to maintain the confidentiality of Confidential Information of the other party in its possession or control.
Either party may disclose Confidential Information of the other party: (i) pursuant to the order or requirement of a court, administrative or regulatory agency, or other governmental body, provided that the receiving party, if feasible and/or legally permitted to do so, gives reasonable notice to the disclosing party to contest such order or requirement; or (ii) to the parties agents, representatives, subcontractors or service providers who have a need to know such information provided that such party maintain the Confidential Information on a confidential basis.
4.3 Remedies. Each party acknowledges and agrees that a breach of the obligations of this Section 4 by the other party will result in irreparable injury to the disclosing party for which there will be no adequate remedy at law, and the disclosing party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach or intended breach by recipient.
5. Intellectual Property Rights.
As between Sigyn LTD and Client, all server hardware, software and applications required to operate the Services, and other associated technology or documentation, are the sole and exclusive property of Sigyn LTD. Except as expressly stated herein, nothing in this Agreement shall serve to transfer to Client any intellectual property right in or to the Services, Software, Sigyn trademarks or other intellectual property. Sigyn LTD retains all right, title and interest in and to the Services, Software and the associated technology and documentation. As between Sigyn LTD and Client, Client Information is the sole and exclusive property of Client and, other than the limited licence to Client Information granted in Section 3, nothing in this Agreement shall serve to transfer to Sigyn LTD any intellectual property right in the Client Information.
6. Third Party Networks, Platforms and Components.
6.1 Certain Services offered by Sigyn LTD may be dependent on third party software, applications, platforms, messaging or communication services or API’s (“Third Party Services”). These Third Party Services are not offered, controlled or provided by Sigyn LTD. In some cases the Third Party Service may make changes to its service, or components thereof, or discontinue a service without notice to Sigyn LTD. Accordingly, Sigyn LTD expressly disclaims any liability related to, or arising from, these Third Party Services, including Client’s use thereof, or any updates, modifications, outages, delivery failures, corruptions, discontinuance of services or termination of Client’s account by the Third Party Service.
Sigyn LTD is not responsible or liable for how the Third Party Service transmits, accesses, processes, stores, uses or provides data to Sigyn LTD. Client is solely responsible for complying with any Third Party Services terms and conditions. In order to integrate the Services with certain Third Party Services, Client may be required to provide Client’s or Client’s end user access credentials for the Third Party Service in order to receive Client Information. In such cases, in order to provide the Service, Sigyn LTD’s access must be approved (a) by Client for all end users or content; or (b) by each individual end user.
7. Term and Termination.
7.1 Term. The Agreement shall commence on the Effective Date and shall remain in effect for the term specified in the Order Form measured from the Activation Date. This Agreement and all purchased Services will automatically renew for additional twelve (12) month terms. The initial twelve (12) month term plus any renewal terms are, collectively, the “Term.”
7.2 Termination for Breach. Either party may terminate this Agreement if the other party materially breaches its obligations hereunder and such breach remains uncured for thirty (30) days following the written notice of such breach to the non-breaching party. Sigyn LTD reserves the right to suspend Client’s access to the Services in the event of any breach of this Agreement and shall not be liable for any damages resulting from such suspension. This also includes breach of payment by the Client.
7.3 Effect of Termination. Upon any termination or expiration the Agreement: (a) all rights and licences to the Services shall immediately terminate; and (b) upon request, each party shall return to the other or delete Confidential Information of the other party, provided however, if Client wishes Sigyn LTD to return Client Data, Client agrees to pay Sigyn’s then current information extraction and exportation fees.
8. Warranty and Disclaimers.
8.1 Proper Authority. Sigyn LTD represents that it has the right and authority to enter into this Agreement, to grant to Client the rights hereunder, and that the performance of its obligations under this Agreement will not breach or be in conflict with any other agreement to which Sigyn LTD is a party to.
8.2 Compliance with Laws.
This Agreement shall be read and construed in terms of Maltese Law and in the event that any dispute arising there from this agreement shall be decided upon by the competent Maltese Courts or Tribunals.
The Parties will use their best efforts to resolve amicably any dispute, controversy or claim arising out of or in connection with this Agreement
In all respects not addressed in the provisions of this Agreement, this Agreement shall be read and construed in accordance with applicable Maltese laws and regulations.
8.3 EXCEPT AS SET FORTH IN THIS AGREEMENT, SIGYN LTD MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND IN CONNECTION WITH THE SERVICES OR SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY OTHER INFORMATION OR MATERIALS PROVIDED, OR MADE AVAILABLE, BY SIGYN LTD. SIGYN LTD HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SIGYN LTD SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF SIGYN LTD. SIGYN LTD MAKES NO REPRESENTATION OR WARRANTY THAT USE OF THE SERVICES GUARANTEES LEGAL COMPLIANCE UNDER ANY FEDERAL, STATE OR INTERNATIONAL STATUTE, LAW, RULE, REGULATION, OR DIRECTIVE.
9. Remedies and Limitation of Liability.
9.1 IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER, OR TO ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE OR WHETHER THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SIGYN LTD’S AGGREGATE LIABILITY HEREUNDER
10. Indemnification.
As stipulated in section 3, the Client hereby agrees to indemnify and hold harmless Sigyn LTD, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that publishing our content infringes on any trademark, trade name, service mark, copyright, licence, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Client herein, or (iii) any claim related to the Client’s site, including, without limitation, content therein not attributable to Sigyn LTD.
10.2 The indemnification obligation contained in this Section 10, shall be Client’s sole remedy, and Sigyn LTD’s sole obligation, with respect to claim of infringement.
11. General Provisions.
11.1 Force Majeure. No failure or omission by the parties hereto in the performance of any obligation of this Agreement shall be deemed a breach of this Agreement, nor shall it create any liability, provided the party uses reasonable efforts to resume performance hereunder, if the same shall arise from any cause or causes beyond the reasonable control of the parties, including, but not limited to the following, which, for the purpose of this Agreement, shall be regarded as beyond the control of the parties in question: (a) acts of God; (b) acts or omissions of any governmental entity; (c) any rules, regulations or orders issued by any governmental authority or any officer, department, agency or instrumentality thereof; (d) fire, storm, flood, earthquake, accident, war, rebellion, insurrection, riot, strikes and lockouts; or (e) utility or telecommunication failures.
11.2 Governing Law. This Agreement shall be read and construed in terms of Maltese Law and in the event that any dispute arising there from this agreement shall be decided upon by the competent Maltese Courts or Tribunals.
The Parties will use their best efforts to resolve amicably any dispute, controversy or claim arising out of or in connection with this Agreement
In all respects not addressed in the provisions of this Agreement, this Agreement shall be read and construed in accordance with applicable Maltese laws and regulations.
11.3 No Agency. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency, or joint venture.
11.4 Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements, negotiations and communications (both written and oral) regarding such subject matter.
11.5 Marketing. Client grants Sigyn LTD the right to disclose that Client is a customer of Sigyn LTD. Sigyn LTD reserves the right to use Client’s name in any marketing materials, press release, blog posts, case studies or white papers.
11.6 Severability. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
11.7 Waiver. Failure of either party to insist on strict performance of any provision herein shall not be deemed a waiver of any rights or remedies that either party shall have and shall not be deemed a waiver of any subsequent default of the terms and conditions thereof.
11.8 Electronic Signatures and Communications. The parties agree that electronic signatures, whether digital or encrypted, by an Authorised User or a party’s authorised signatory are intended to authenticate such signatures and give rise to a valid, enforceable, and fully effective agreement. The parties expressly agree that any terms in Client’s purchase order forms, or electronic communications, other than orders placed by Client pursuant to Section 1.2, form no part of this Agreement.
11.9 Modifications. Sigyn LTD may make modifications to this Agreement by posting the modifications to the weblink this Agreement is located at. Client agrees to the updated version thirty days following posting of the modified terms, or upon execution of an Order Form referencing the updated version number and weblink.