1. Services and Fees.
1.1 Dream AI Ltd will provide to the “User”, the limited, non-exclusive, non-transferable right to, to use the MLoD application ( thereafter referred to as the “Services”).
1.2 User’s use of any tools or applications incorporated with or into the Services, or any data, materials or other results arising therefrom, including but not limited to use of data accessed via and/or processed by the Service in any manner not expressly addressed by an Order Form shall be subject to User’s payment of additional fees. Dream AI Ltd shall have the right to temporarily suspend or terminate access to the Service to any User who fails to comply with this Agreement and reserves the right to remove/prevent access by a User at any time.
1.3 The User shall provide such cooperation and assistance as Dream AI Ltd may reasonably request in connection with provision of the Services to User, including but not limited to access to data, information and systems as Dream AI Ltd may reasonably require to provide the Services and shall comply with all reasonable directions given by Dream AI Ltd, including any in relation to ‘best practice’ and User acknowledges that Dream AI Ltd’s ability to perform the Services is subject always to User’s adherence with this Clause. User acknowledges that Dream AI Ltd will not be responsible for failure to provide the Services to the extent that such failure arises from User’s failure to provide such assistance or otherwise fulfil its responsibilities under this Agreement.
1.4 User hereby acknowledges that Dream AI Ltd is, or may be, engaged with a representative of Google. Any correspondence with such representative must be made via Dream AI Ltd, or only with Dream AI Ltd’s consent, and shall only be permitted whilst User is receiving the Services.
1.5 Before engaging with or acting upon any of Dream AI ltd recommendations, the user warrants that they have permission of the account holder to do so and that the account has valid, accurate and current conversion tracking in line with Googles Best Practise recommendations.
1.6 All fees for Services will be advised to the User in advance and payable via any card of their choice which is compatible with the payment processor Stripe. Stripe will manage the payment and their card/personal data, relating to the transaction on their servers. Once a transaction has been confirmed to Dream AI ltd by Stripe, the Services will be actioned.
1.7 The length of term of the service for “Buy Now” is a single use push. A “Subscription” service will not be permitted for a period of 6 months following a “Buy Now” use, without the express consent of Dream AI ltd.
1.7.1 The length of term of service for a “Subscription” is a minimum of 6 single monthly pushes. The Service can be cancelled at any time before the next monthly push is due, otherwise it will continue on a monthly rolling contract, until cancelled in writing by email. A cancellation will not be deemed as having been received unless an email confirmation of receipt, acknowledging the cancellation, has been received by the “User” from Dream AI ltd.
1.8 Dream AI ltd reserves the right to refuse to provide services at its discretion.
2. Intellectual Property Rights
2.1 Except for the limited license to use the Services in accordance with Section 1, Dream AI Ltd retains all right, title and interest in and to all intellectual property rights incorporated with or into the Services or created by Dream AI Ltd in connection with the Services, including but not limited to all software, the Dream AI Ltd user interface, plugins, Dream AI Ltd integration specifications, Dream AI Ltd feed formats, bespoke field optimisations and rules, tracking tags, plugins, reporting formats, tools and templates. Notwithstanding the foregoing and for the sake of clarity, nothing herein shall be deemed to grant Dream AI Ltd any right to data and information provided to Dream AI Ltd by the User in connection with this Agreement except the limited right to use User Data in accordance with Section 3 below. Unless otherwise agreed to by Dream AI Ltd in writing, User shall not interfere with or modify the form and manner of the Services, or the tools, incorporated by Dream AI Ltd into or with the Services, including but not limited to all software, tags, filed optimisations and other markers incorporated with or into the Services. User shall defend and indemnify Dream AI Ltd for all costs and expenses incurred by Dream AI Ltd which arise from or in connection with any such interference or modification.
2.2 Any software provided in the course of delivering the Services, (collectively referred to as “Software” in the remainder of this Agreement), is provided solely for User’s use only. Further, the User warrants that:
2.2.1 for the purposes of Clause 2.4, use of the Software shall be restricted to use of the Software in object code form for the normal business purposes of User (which shall not include allowing the use of the Software by, or for the benefit of, any person other than the User).
2.2.2 The User may not use the Software other than as specified in Clause 2.4.1 without the prior written consent of the Dream AI Ltd, and User acknowledges that additional fees may be payable on any change of use not approved by Dream AI Ltd.
2.2.3 The User has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part nor create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
3. User Data and Dream AI Ltd Data
User hereby grants to Dream AI Ltd a non-exclusive, worldwide, royalty free license to link to, store, reproduce, reformat, transmit, display (publicly or privately), perform, provide access to, use, distribute, and to license to third parties User Data for the purposes of providing the Services and to create, own and use, in any manner, Dream AI Ltd Data. “User Data” means all information, data and materials provided directly or indirectly by User in connection with this Agreement or through access to the Service. “Dream AI Ltd Data” means data which (i) is created by Dream AI Ltd, and (ii) incorporates User Data without direct or indirect reference to The User, or its customers.
4. Service Levels/Disclaimer of Warranties .
4.1 EXCEPT AS SET FORTH IN THIS SECTION 4, THE SERVICES ARE PROVIDED TO USER, INCLUDING ANY SOFTWARE, ARE ON AN “AS IS” AND IS AVAILABLE” BASIS WITHOUT WARRANTY, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, USAGE OF TRADE OR COURSE OF DEALING. Without limitation of the foregoing, User acknowledges and agrees that Dream AI Ltd will not be responsible for any issues arising from or related to any third party applications or other facilities used directly or indirectly by the User in connection with User’s access to the Services, including but not limited to use or misuse by any such third party of User Data or any third party system or software’s interoperability with the Software.
4.2 Dream AI Ltd shall not be responsible for the User’s use of or failure to use information resulting from or in connection with the Services or the impact of such information on User’s business.
4.3 User warrants to Dream AI Ltd that it has all right and authority to provide to Dream AI Ltd, and to grant Dream AI Ltd the right to use in accordance with this Agreement, all User Data, and that the User Data will not (a) infringe or violate any right of any third party, including without limitation, copyrights, trademark rights, and rights of privacy, publicity or freedom from defamation, (b) violate any governmental law, rule or regulation, including without limitation, laws relating to obscenity, (c) contain any virus, worm, Trojan horse or other contaminating or destructive feature or (d) contain any offensive material.
4.4 User warrants that the account to be optimised has valid, accurate and current conversion tracking in line with Googles Best Practise recommendations. Broken tracking can lead to inaccurate recommendations being made. Dream AI Ltd will not be held liable for the consequences of any inaccurate changes made as a result of being provided with data that has been corrupted by broken, incorrect or inadequate tracking.
4.5 The User further warrants that it:
4.5.1 shall not do, or omit to do anything that results in any output of the Services being banned, barred, disallowed or restricted in anyway.
5. Confidentiality and Non-Disclosure.
5.1 Each party agrees to treat the other party’s information provided in the performance of this Agreement that is identified as confidential or proprietary or reasonably appears to be confidential or proprietary (“Confidential Information”) with the same care as it uses with its own confidential information, but no less than a commercially reasonable standard of care, and restrict access to such information to those employees who need specific Confidential Information to carry out its rights and responsibilities under this Agreement. For the avoidance of doubt, User Data, Dream AI Ltd Data, any personally identifiable information provided directly or indirectly by User to Dream AI Ltd, Dream AI Ltd’s intellectual property, and the terms of this Agreement comprise Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information which (i) is or becomes part of the public domain, (ii) is rightfully in the recipient’s possession without an obligation of confidentiality prior to receipt from the disclosing party in connection with this Agreement, or (iii) is independently developed by the receiving party.
5.2 In the case of the User entering third party data, Dream AI ltd warrants not to actively seek out the identity of the third party nor make contact with them as a result of the User using the Audit Tool. However, Dream AI ltd has a database of several thousand companies and cannot warrant not to contact any third party as a result of scheduled marketing activity.
6.1 User will defend, indemnify and hold harmless Dream AI Ltd from and against any and all losses, liabilities, damages and expenses (including, without limitation, reasonable legal fees) arising from any claim, action or proceeding (collectively “Claims”) brought by any third party arising out of or relating to its breach of this Agreement or failure to comply with applicable law.
7. Limitation of Liability
7.1 EXCEPT IN THE EVENT OF A PARTY’S BREACH OF SECTION 2 OR SECTION 6 AND FULFILLMENT OF ITS INDEMNIFICATION RESPONSIBILITIES HEREUNDER, (i) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR USE, RELATED TO THIS AGREEMENT, THE PERFORMANCE OF ANY SERVICES, IMPAIRMENT OF ASSETS, OR USE OF THE SERVICES, WHETHER IN AN ACTION IN CONTRACT, BREACH OF WARRANTY OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, and (ii) neither party’s liability arising out of this Agreement shall in any event exceed the lesser of (i) the fees paid and payable by User to Dream AI Ltd under this Agreement during the 12 month period immediately preceding first assertion of any claim, and (ii) one hundred thousand GBP (£100,000)) regardless of whether any action or claim is based in contract, misrepresentation, warranty, indemnity, negligence, strict liability or other tort or otherwise.
7.2 Nothing in this Agreement shall limit or exclude either party's liability:
7.2.1 for death or personal injury resulting from negligence;
7.2.2 for fraud or fraudulent misrepresentation;
7.2.3 for damage suffered by the other party as a result of any breach by the other party of the conditions as to title and quiet enjoyment implied by English law; or
7.2.4 for any other liability the exclusion or limitation of which is not permitted by English law.
Subject to the conditions set forth in this Section, User grants Dream AI Ltd the right to use the Users anonymised outputs in, white papers, case studies, and other sales and marketing materials (collectively, “Marketing Works”) for public distribution. Such Marketing Works may describe non-confidential aspects of the User’s use of the Services such as a combined total of savings possible identified by the audit tool.
9. Governing Law
This Agreement shall be governed by and interpreted in accordance with laws of England and Wales. In the event of any controversy or claim arising out of or relating to this Agreement, or the breach or interpretation thereof, the parties shall submit to the exclusive jurisdiction of and venue in courts of England and Wales. Each party hereby waives all defences of lack of personal jurisdiction and forum non-conveniens.
User may not assign any of its rights or responsibilities under this Agreement without Dream AI Ltd’s prior written consent. Subject to the foregoing restriction on assignment by User, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
This Agreement may be entered into by each party in separate counterparts and shall constitute one fully executed Agreement upon execution by both Dream AI Ltd and User.
12. Entire Agreement
This Agreement, including all exhibits and annexes thereto, is the entire agreement between the parties with respect to the subject matter set forth herein. This Agreement supersedes all prior or contemporaneous agreements, whether oral or written, of the parties with respect to the subject matter of this Agreement. This Agreement may not be modified unless expressly agreed to in writing by both parties.
The User agrees that it will not on its own account or in partnership or association with any person, firm, company or organisation, or otherwise and whether directly or indirectly during, or for a period of 12 months from, using The Audit Tool, solicit or entice away or attempt to entice away or authorise the taking of such action by any other person who has worked in conjunction with Dream AI Ltd in relation to the Services.
Any notice or other communication under this Agreement given by either party to the other party shall be deemed to be properly given if given in writing and delivered by (i) registered post, certified or registered, return receipt requested, or (ii) nationally recognized air express courier (e.g., Federal Express), properly addressed and prepaid, to the recipient at their registered address identified at Companies House. Notice periods shall run from the day following delivery.