Terms and Conditions

These Blatent terms and conditions (the “agreement”) are entered into between Oblivious Software Limited, a company incorporated in Ireland (registered number 669274) with its registered address at Saint James’s Court, 6 James’ Terrace, Malahide, Co Dublin K36Y972 (“Oblivious”, “we”, “us”) and you or the organisation, company or other entity you represent (“Customer”, “you”) as of the date you agree to this agreement (“Effective Date”), for the use of Oblivious’ Software (defined below).

Customer agrees that any terms and conditions contained in any purchase order issued by Customer to Oblivious do not apply to this agreement.

Terms

1. Definitions

“Business Day” means a day other than a Saturday, Sunday or a public holiday in Ireland when banks in Ireland are open for business;

“Claim” means any claim, demand, suit, cause of action, proceeding and/or investigation arising from or relating to this agreement;

“Confidential Information” means all information, regardless of the form of disclosure or the medium used to store it, that the Recipient, or its Representatives, directly or indirectly, becomes aware either through disclosure by the Discloser or its Representatives or otherwise through involvement with the Discloser, including:

1. (A) all data, information, know-how, trade secrets, documents, software or materials relating to the Discloser, its business, pricing, operational methods, financial information, sales information, marketing information, contracts, staff, customers, suppliers, or the processes, methods, assets and intellectual property the Discloser uses;
2. (B) any other information the Discloser designates as confidential or that the Recipient should reasonably know is confidential (whether or not that information is designated as confidential) or that has commercial value in relation to the Discloser’s business;
3. (C) the existence and terms of this agreement and any related negotiations or discussions of the parties; and
4. (D) all copies, analyses, compilations, notes, reports, and other permanent records prepared by or on behalf of the Recipient or its Representatives that contain or are derived from any of the information referred to in paragraphs (A), (B) and (C);

“Consumer” means a Customer who is a natural person acting wholly or mainly outside of their trade, business, craft, or profession;

“Data Protection Law” means all laws, statutes, declarations, decrees, directives, legislative enactments, orders, ordinances, regulations, rules or other binding instruments in the European Union, the European Economic Area and Ireland, applicable to the Processing of Personal Data, including the General Data Protection Regulation 2016/679 (the “GDPR”);

“Discloser” means the party providing access to or giving Confidential Information to the other party;

“Fees” means any usage fee, configuration fee, support fee and any other fees or charges payable under this agreement;

“Input” means the prompts, data, instructions and other content Customer submits to the Software.

“Insolvency Event” means if a party summons a meeting of its creditors, makes a proposal for a voluntary arrangement, becomes subject to any voluntary arrangement, is unable to pay its debts within the meaning of section 570 of the Companies Act 2014, has a receiver, manager, administrative receiver or examiner appointed over any of its assets, undertakings or incomes, has passed a resolution for its winding-up (except for the purpose of a voluntary reconstruction or amalgamation previously approved in writing, by the other party), is subject to a petition presented to any court for its winding-up (except for the purpose of a voluntary reconstruction or amalgamation previously approved in writing, by the other party), has a provisional liquidator appointed or has any other analogous insolvency proceedings initiated against it whether in Ireland or any other jurisdiction;

“Intellectual Property Rights” means all intellectual property rights and related rights, including:

1. (A) inventions, patents, copyright (including software and source code), circuit layouts, designs, database rights, trade and service marks (including goodwill in those marks), business methods, rights in get-up and trade dress, goodwill and the right to sue for passing off, moral rights, domain names and trade names, and the right to keep confidential information (including trade secrets and know how) confidential;
2. (B) any application or right to apply for registration of any of the rights referred to in paragraph (A); and
3. (C) all rights of a similar nature to any of the rights in paragraphs (A) and (B) that may exist anywhere in the world,

whether or not such rights are registered or capable of being registered;

“Normal Business Hours” means 9.00 am to 5.00 pm local Irish time, each Business Day;

“Output” means the content generated by the Software in response to Input;

“Recipient” means the party accessing or receiving Confidential Information from the other party;

“Representatives” means the directors, officers, employees, professional advisers and agents of a party;

“Services” means any and all services related to the provision of the Software to the Customer including but not limited to configuration and support services;

“Software” means Struct, Blatent's model, and the API through which it is made available, including but not limited to any related models, tools, interfaces and documentation we make available to Customer under the agreement; and

“Term” has the meaning given in clause 12.1.

2. Licence

2.1. Subject to the restrictions set out in this clause 2, clause 3 and the other terms of this agreement, Oblivious hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to access and use the Software during the Term:

2.1.1. for the Customer’s business purposes, including to develop, operate and make available to the Customer’s end users the Customer’s own products and services that incorporate or are powered by the Software (“Customer Applications”); or

2.1.2. where the Customer is a Consumer, for their own personal, non-commercial purposes.

2.2. The Customer shall only use the Software in a manner compatible with applicable laws and regulations and Oblivious reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

2.3. The Customer shall ensure that all its employees, agents, contractors and any other person having access to the Software and/or the Services through the Customer’s account or with the Customer’s permission will comply with the terms of this clause when using the Software and/ or Services. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or Software and, in the event of any such unauthorised access or use, promptly notify Oblivious.

2.4. The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding or group company of the Customer.

2.5. Use of the Software may be subject to rate limits, which we may set and change during the Term.

2.6. The Customer is responsible for its Customer Applications and for its end users’ use of them, and shall ensure that such use complies with clause 3.

3. Acceptable Use

3.1. Customer will only use the Software in a manner compatible with applicable laws and regulations. We may disable access to any material that breaches this clause, without liability and without prejudice to our other rights.

3.2. Customer shall not:

3.2.1. copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit or distribute the Software, except as expressly permitted;

3.2.2. decompile, reverse engineer, disassemble or otherwise attempt to discover the source code, model weights, training data or underlying components of the Software, except to the extent this restriction cannot be excluded by law;

3.2.3. use the Software, or Output, to build or train a product or model that competes with the Software;

3.2.4. programmatically extract Output other than through the Software as permitted;

3.2.5. circumvent rate limits, safety measures or moderation mechanisms, or perform vulnerability, penetration or similar testing without our prior written consent;

3.2.6. represent Output as human-generated where doing so would mislead;

3.2.7. resell, sublicense, rent, lease or otherwise make the Software, or direct access to the API, available to any third party on a standalone basis, or offer any product or service whose primary purpose is to provide access to the Software, other than as part of a Customer Application;

3.2.8. submit, store or transmit material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive, that facilitates illegal activity, that promotes unlawful violence, or that is discriminatory on the basis of race, gender, colour, religious belief, sexual orientation or disability;

3.2.9. allow the Services or the Software to be used by individuals under the age of 18; or

3.2.10. introduce any virus or malicious code into our systems.

3.3. Customer will ensure that anyone accessing the Software through its account complies with this clause, will take reasonable steps to prevent unauthorised access, and will notify us promptly if unauthorised access occurs.

4. Customer’s Obligations

4.1. Customer will:

4.1.1. provide reasonable co-operation and any information we reasonably need in order to provide the Services;

4.1.2. comply with all applicable laws and regulations in its use of the Services;

4.1.3. obtain and maintain all licences, consents and permissions necessary for us to perform our obligations, including in respect of Input;

4.1.4. be responsible for its own network connections and for any loss or delay arising from them or from the internet; and

4.1.5. keep its account credentials secure and confidential.

5. Input, Output, and How We Use Them

5.1. Ownership. As between the parties, Customer retains all rights in its Input, and we assign to Customer all rights (if any and if possible) we have in the Output generated for Customer. The Customer acknowledges that Outputs may not be unique and the Software may generate the same or similar output for other users. As between the parties, Customer’s rights in the Outputs do not extend to same or similar outputs generated for or used by third parties, and Customer disclaims any ownership interest in, or claim against Oblivious or third parties regarding, such third-party outputs.

5.2. Responsibility. Customer is responsible for its Input and for its use of Output, and represents and warrants that it has all rights and permissions needed to submit its Input.

5.3. Our licence. Customer grants us a licence to access and process Input and Output solely to provide and support the Services, including debugging, incident investigation and service monitoring, and to comply with our legal obligations.

5.4. No training. We will not use Customer's Input or Output to train, or fine-tune our models.

5.5. Accuracy. The Software uses machine learning and its Output may be inaccurate, incomplete or unsuitable for Customer's purposes. Customer is responsible for evaluating Output before relying on it, and must not use Output relating to a person as the sole basis for decisions with legal or material effects on that person, including credit, employment, housing, insurance, legal or medical decisions.

5.6. Prohibited Uses. The Customer shall not use, and shall not permit any third party to use, the Software or the Services (or any Output generated by the Software or the Services) for any purpose or in any manner that would constitute, or form part of, a “high-risk AI system” within the meaning of Article 6 of Regulation (EU) 2024/1689 as amended (the “AI Act”), including any use case listed in Annex III to the AI Act, or for any practice prohibited under Article 5 of the AI Act. Any such use shall be a material breach of this agreement, and Oblivious may suspend or terminate the Customer's access to the Software and the Services immediately on notice.

5.7. Feedback. Customer may give us feedback about the Software. We may use that feedback without restriction or compensation to Customer.

6. Fees

6.1. Non-refundable Fees. All Fees paid under this agreement are non-refundable, except as expressly provided otherwise in this agreement (including clauses 6.5.3 and 14.3) or as required by law.

6.2. Customer pays for the Services by topping up its account with credit. Fees for Customer’s usage (“Usage Fees”) are metered against that balance, and when it falls below a set threshold, the account is automatically topped up using Customer’s nominated payment method.

6.3. Pricing. Usage Fees are calculated in accordance with the pricing set out on our pricing page, as updated from time to time.

6.4. Enterprise Fees. Configuration, support and any other additional fees apply only to Customers that are not Consumers and are as negotiated in the relevant enterprise licence.

6.5. Consumer Customers only. Where the Customer is a Consumer, the Customer normally has a statutory right to withdraw from this agreement without giving any reason within fourteen (14) days from the Effective Date (the “Cancellation Period”). The Software, the Services, and the Output constitute digital content not supplied on a tangible medium. In accordance with applicable consumer protection laws:

6.5.1. By requesting immediate access to the Software, submitting Input, or generating Output during the Cancellation Period, the Customer gives prior express consent for Oblivious to commence performance immediately;

6.5.2. The Customer expressly acknowledges that upon the commencement of supply of the Software, Services, or Output, the Customer loses all statutory rights to withdraw from this agreement or obtain a refund under this clause 6.5 in respect of any Fees paid or incurred for such supply; and

6.5.3. Notwithstanding clause 6.5.2, a Customer who is a Consumer may request a refund of any unused credit balance within the Cancellation Period by emailing hello@blatent.ai. Oblivious will refund the unused balance to the Customer’s original payment method within fourteen (14) days of the request. Usage Fees already incurred are non-refundable.

7. Our Obligations and Warranties

7.1. We will perform the Services in accordance with this agreement and with reasonable skill and care.

7.2. We do not warrant that use of the Software will be uninterrupted or error-free, that the Software will meet Customer's requirements, or that Output will be accurate.

7.3. We may change the Software and the Services at any time, including by replacing or removing functionality, to improve performance, security or compliance, to address bugs, or where required by law. Where a change is reasonably likely to have a material adverse effect on Customer's use of the Software, we will make reasonable efforts to give thirty (30) days' notice, except where the change is needed to address a security vulnerability, to maintain availability or integrity, or to comply with law, in which case we will notify as soon as reasonably practicable.

7.4. We are not responsible for delays, or any other loss resulting from the transfer of data over communications networks, including the internet.

7.5. This agreement does not prevent us from entering into similar agreements with third parties, or from developing, using, selling or licensing products or services similar to those provided under this agreement.

7.6. The warranties in this clause 7 are the only representations and warranties we make. To the maximum extent permitted by law, we exclude all other representations, warranties, conditions and terms, with respect to the Software, the Services and Output whether express, implied, statutory or otherwise, including as to quality, performance, suitability, accuracy, fitness for purpose, title or non-infringement. Consumer Customers only: Notwithstanding anything to the contrary in this clause 7, where the Customer is a Consumer, Oblivious is under a legal duty to supply the Services in conformity with the contract. Nothing in this agreement affects the Consumer’s statutory legal rights.

8. Proprietary Rights

8.1. The Customer acknowledges and agrees that Oblivious and/or its licensors own all Intellectual Property Rights in the Services and the Software. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Software or in respect of any third party’s Intellectual Property Rights.

8.2. The Customer hereby grants to Oblivious a licence to access and process Input and Output solely for the purposes of Oblivious providing the Services, including the calculation of Fees, and for debugging, incident investigation, and service monitoring.

8.3. The Customer acknowledges that the Services may enable, assist or require it to access the website, platforms, tools, content of, correspond with, and purchase products and services from, third parties via third-party websites or otherwise and that it does so solely at its own risk. Oblivious makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, platform or tool or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website or otherwise is between the Customer and the relevant third party, and not Oblivious.

9. Confidentiality

9.1. The Recipient must keep secret and confidential, and not use or disclose any, Confidential Information of the Discloser unless this agreement otherwise permits. The Recipient must take all steps and do all such things as may be necessary, prudent or desirable in order to secure and protect the confidentiality of the Confidential Information of the Discloser and to prevent any unauthorised access to it.

9.2. The Recipient must use the Confidential Information of the Discloser only for the performance of its obligations under this agreement and for no other purpose.

9.3. The Recipient may disclose Confidential Information of the Discloser to its Representatives:

9.3.1. that need to know for the purposes of this agreement (and only to the extent that each has a need to know);

9.3.2. in the case of the Recipient's officers and employees, who have been directed in writing by the Recipient and have agreed to keep confidential all Confidential Information of the Discloser; and

9.3.3. in the case of other persons, who have agreed in writing with the Recipient to comply with equivalent obligations in respect of Confidential Information of the Discloser as those imposed on the Recipient under this agreement.

9.4. The Recipient is responsible for ensuring that the Confidential Information of the Discloser is kept confidential and secure by any person to whom the Recipient discloses that information.

9.5. The obligations in clause 9.1 do not apply to Confidential Information that is:

9.5.1. in the public domain otherwise than as a result of a breach of this agreement or another obligation of confidence;

9.5.2. created by the Recipient, whether alone or jointly with any person, independently of the Discloser’s Confidential Information (provided the Recipient has evidence in writing that the information falls within this exception); or

9.5.3. already known by the Recipient independently of its involvement in this agreement or its interaction with the Discloser and free of any obligation of confidence and which can be evidenced in writing.

9.6. If a Recipient is required by applicable law to disclose any Confidential Information of the Discloser to a third person, the Recipient must:

9.6.1. before doing so:

1. (A) notify the Discloser; and
2. (B) give the Discloser a reasonable opportunity to take any steps that the Discloser considers necessary to protect the confidentiality of that information; and

9.6.2. notify the third person that the information is confidential to the Discloser.

9.7. Notwithstanding clause 9.1, the Customer may state publicly that it uses the Software, including that its products or services are built with or powered by Struct. Any other public statement, announcement, press release, advertising or publicity material relating to this agreement requires Oblivious’ prior written approval.

9.8. The Customer must not use any logo, trademark, service mark or branding associated with Oblivious without Oblivious’ prior written approval, except for factual references to the names “Blatent” or “Struct” to identify the Software.

9.9. Notwithstanding the confidentiality obligations in this clause 9, the Customer agrees that Oblivious may publish and display the name and logo of the Customer on Oblivious’ website and thereby identifying the Customer as a customer of Oblivious.

10. Limitation of Liability

10.1. Nothing in this agreement limits any liability which cannot legally be limited, including liability:

10.1.1. for death or personal injury caused by Oblivious' negligence; or

10.1.2. for fraud or fraudulent misrepresentation.

10.2. Subject to clause 10.1, Oblivious shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:

10.2.1. any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses;

10.2.2. loss or corruption of data or information; or

10.2.3. for any special, indirect or consequential loss,

in each instance however arising under this agreement.

10.3. Consumer Customers only. Where the Customer is a Consumer, subject to clause 10.1, Oblivious is not liable for any unforeseeable losses. Unforeseeable losses are losses that are unexpected, and it was not obvious that they would arise, and there was nothing the Customer told Oblivious before entering this agreement that meant that Oblivious should have expected them to arise. In addition, Oblivious is not liable for:

10.3.1. any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses;

10.3.2. loss or corruption of data or information; or

10.3.3. for any special, indirect or consequential loss.

10.4. Subject to clause 10.1, our total aggregate liability arising in connection with this agreement is limited to the greater of (a) the fees paid by Customer in the twelve (12) months immediately preceding the date the first Claim arose and (b) €100.

11. Indemnity

11.1. Subject to the Oblivious indemnity in clause 11.2, the Customer will indemnify Oblivious against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Oblivious arising out of or in connection with any claim made against Oblivious by a third party arising out of or in connection with the Input, the Customer's use of the Output, Services and/or Software or the Customer's breach of this agreement provided that:

11.1.1. the Customer is given prompt notice of any such claim;

11.1.2. Oblivious provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

11.1.3. the Customer is given sole authority to defend or settle the claim.

11.2. Subject to clause 11.3 and clause 10.3 or 10.4 (as the case may be), Oblivious shall defend and indemnify the Customer against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees, but excluding indirect or consequential losses, loss of profit, or loss of reputation) arising out of or in connection with a claim that the Customer's use of the Services in accordance with this agreement infringes any Intellectual Property Rights of a third party, provided that:

11.2.1. Oblivious is given prompt notice of any such claim;

11.2.2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Oblivious in the defence and settlement of such claim, at Oblivious’ expense; and

11.2.3. Oblivious is given sole authority to defend or settle the claim.

11.3. Neither party’s indemnification obligations will apply to the extent the underlying allegation arises from the indemnified party's fraud, willful misconduct, violations of law, or breach of the agreement. Additionally, Oblivious' indemnification obligations will not apply to the extent the claim arises from: (a) modifications made by Customer to the Services or Outputs, (b) the combination or use of the Services or Outputs with technology or content not provided by Oblivious, (c) Inputs, or (d) an alleged violation of trademark based on use of an Output in trade or commerce.

11.4. Oblivious will have the right at its discretion to replace or change all or any part of the Software and/or Services which is held to infringe the Intellectual Property Rights of a third party. If such replacement or change is not possible, Oblivious shall have the right to terminate this agreement with immediate effect. The remedies in clause 11.2 and 11.4 are the Customer’s only remedies in respect of its subject matter.

12. Term, Suspension and Termination

12.1. This agreement starts when Customer accepts it and continues until terminated (the “Term”).

12.2. Either party may terminate this agreement at any time on thirty (30) days’ prior written notice.

12.3. We may suspend (“Suspension”) or terminate Customer's access to the Services immediately on written notice if:

12.3.1. Customer commits a material breach of this agreement and, if the breach is remediable, fails to remedy it within thirty (30) days of being notified;

12.3.2. Customer is subject to an Insolvency Event, including being unable to pay its debts, having a receiver, examiner or liquidator appointed, or passing a resolution for winding-up;

12.3.3. we reasonably believe that our provision of the Software or the Services is prohibited by applicable law;

12.3.4. we reasonably believe that Customer is using the Services or the Software in breach of clause 3 (Acceptable Use); or

12.3.5. we reasonably believe that Customer's continued use of the Services could cause risk or harm to us, the Software or the Services, our users or a third party.

12.4. Where curable, Oblivious will resume providing access to the Services as soon as reasonably possible after the event giving rise to the Suspension is cured. Oblivious will have no liability for any damage, liabilities, losses (including any loss of data or profits) that Customer may incur because of a Suspension.

12.5. On termination for any reason:

12.5.1. all rights of access granted under this agreement end immediately and Customer will cease all use of the Services and the Software;

12.5.2. each party will return or destroy the other's Confidential Information; and

12.5.3. accrued rights and remedies are unaffected.

12.6. On request made within thirty (30) days of termination, we will provide Customer with a copy of Input and Output then in our possession, or temporary access to retrieve it. Thirty (30) days after termination we will delete Input and Output in our possession, unless we are legally required to retain it.

12.7. Nothing in this clause requires us to disclose trade secrets, intellectual property, or anything that could compromise the security of the Software or Services.

13. Force Majeure

13.1. Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control, including delays from Oblivious’ suppliers or the failure of Oblivious’ supplier to supply. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate this agreement by giving thirty (30) days' written notice to the affected party.

14. Variation

14.1. We may amend the agreement where reasonably necessary to comply with changes in law or regulatory requirements, address security risks or prevent fraud or misuse, maintain compatibility with third-party systems, or reflect improvements or additions to the Software or the Services. Any amendment must be reasonable and proportionate to the relevant reason.

14.2. We will notify you by email of any amendment, explaining the change, the reason for it, its effective date and any applicable termination rights, and provide a copy of the updated agreement. We will give at least 30 days’ advance notice, or longer where reasonably necessary. Changes will not apply retrospectively.

14.3. If an amendment adversely affects your rights or obligations, you may terminate this agreement without penalty by notifying us before the amendment takes effect. We will refund any prepaid fees attributable to Services not provided following termination.

14.4. Amendments made in accordance with this clause take effect on the notified date without requiring either party’s signature. Continued use of the Services does not waive the termination rights above. We will obtain your express agreement where required by law.

15. Waiver

15.1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

15.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16. Severance

16.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

16.2. If any provision or part-provision of this agreement is deemed deleted under clause 16.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17. Assignment

17.1. The Customer shall not, without the prior written consent of Oblivious, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

17.2. Oblivious may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement, provided that it gives prior written notice of such dealing to the Customer.

18. No Partnership or Agency

18.1. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

19. Notices

19.1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be sent by email:

19.1.1. to Oblivious, at hello@blatent.ai or such other email address as Oblivious notifies to the Customer in writing; and

19.1.2. to the Customer, at the email address Customer has provided to Oblivious or as most recently notified to Oblivious.

19.2. Any notice shall be deemed to have been received at the time of transmission, or, if sent outside Normal Business Hours, at 9.00 am on the next Business Day, provided that the sender does not receive notification of delivery failure.

19.3. Where the sender receives notification of delivery failure, the notice shall be deemed to have been received at the time the sender makes it available to the recipient through the Customer’s account or the services, or sends it to any other address that the recipient has notified in writing.

19.4. This clause does not apply to the service of any proceedings or other documents in any legal action.

20. Electronic Signature

This agreement is executed and becomes legally binding upon the date you accept it by clicking 'I Agree' (or a similar explicit acceptance mechanism) on our platform. The parties agree that such electronic acceptance constitutes definitive evidence of their intent to be bound by this agreement.

21. Governing Law and Jurisdiction

21.1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of Ireland. Consumer Customers only: Where the Customer is a Consumer, the Customer can rely on mandatory provisions of the laws of the Customer’s country of residence.

21.2. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation. Consumer Customers only: Where the Customer is a Consumer, the Customer has the right to refer a dispute or claim to the competent court of law where the Customer is resident. Oblivious will only refer a dispute or claim to the competent court of law where the Customer is resident.

Data Act Addendum

This Data Act Addendum (this “Addendum”) is subject to and made part of the Blatent Terms and Conditions.

This Addendum has been prepared for the purposes of the switching rights provided for in the EU Data Act. Any capitalised terms used in this Addendum but not defined will have the meaning in the Terms and Conditions. In the event of a conflict or inconsistency between this Addendum and the Blatent Terms and Conditions (the “Agreement”), the terms and conditions of this Addendum prevail.

1. Definitions

In this Addendum, the following terms have the following meanings:

“Customer Data” means Input, Output, and usage metadata relating to Customer’s use of the Services;

“Data Act” means Regulation (EU) 2023/2854;

“Data Egress Charges”, “Data Processing Service”, “On-Premises ICT Infrastructure”, “Switching” and “Switching Charges” have the meaning given in Article 2 of the Data Act (and “Switch” and “Switched” are construed accordingly).

2. The Data Act Addendum

2.1. This Addendum only applies to Customer if:

2.1.1. Customer is a natural or legal person using the Services for purposes related to a trade, business, craft, or profession; and

2.1.2. Customer’s primary place of business is in the European Economic Area; and

2.1.3. the Services as used by the Customer under the Terms and Conditions constitute or are deemed to be “Data Processing Services”.

2.2. This Addendum describes:

2.2.1. an exhaustive specification of all categories of data and digital assets that can be ported during the Switching Process, including, at a minimum, all exportable data, being: Customer Data (Input, Output, and usage metadata relating to Customer’s use of the Services); and

2.2.2. an exhaustive specification of categories of data specific to the internal functioning of the Services that are exempted from exportable data where there is a risk of breach of Oblivious’ trade secrets, being: model weights, training data, system configuration and security data.

3. Switching Right

3.1. Notification: If Customer wishes to initiate the process consisting of Switching to a third-party service of the same type or porting Customer Data to On-Premises ICT Infrastructure (“Switching Process”) or a request to delete Customer Data without Switching (“Erasure Process”), Customer must provide written notice to Oblivious at least two (2) months in advance of the target Switch date (the “Notice Period”). To be valid, this notice must include:

3.1.1. A list of the specific Service(s) to be Switched;

3.1.2. The intended destination (i.e., a third-party provider, On-Premises ICT Infrastructure, or a request for erasure); and

3.1.3. The target date for completion, which must be at least two (2) months from the date Oblivious receives the notice.

3.2. Switching Period: Once the Notice Period has expired, the Switching Process shall be completed within thirty (30) days (the “Switching Period”). Oblivious and Customer will comply with the Terms and Conditions until the Switching Process is successfully completed or the Notice Period for an Erasure Process has expired.

3.3. Technical Unfeasibility Extension: If Oblivious determines that completion of the Switching Process within the Switching Period is technically unfeasible, Oblivious will notify Customer within fourteen (14) working days of receipt of the notice under Section 3.1. In such an event, Oblivious will provide the technical reasons for the delay and specify an alternative timeframe, which shall replace the Switching Period. This alternative timeframe shall not exceed seven (7) months from the date Oblivious received the initial notice under Section 3.1.

3.4. Customer Extension Right: Customer may extend the Switching Period once for a period that Customer considers more appropriate for its own purposes upon written notice to Oblivious.

4. The Switching Process

4.1. During the Switching Process, Oblivious shall:

4.1.1. provide reasonable assistance, support, and information to Customer and its nominated third parties;

4.1.2. act with due care to maintain business continuity and continue to provide the Services;

4.1.3. provide reasonable information on request concerning known risks to continuity; and

4.1.4. ensure that a high level of security is maintained throughout the Switching Process, including the security of Customer Data during their transfer and the security of the Customer Data during the Retrieval Period.

4.2. Oblivious shall not be liable for any breach of the Terms and Conditions (or any other agreement) to the extent such breach is caused by the Switching Process.

4.3. Oblivious shall not be required to disclose trade secrets, intellectual property, or data that could compromise the security of Oblivious’s systems.

4.4. Customer:

4.4.1. shall provide Oblivious with all information, assistance and support required for the Switching Process;

4.4.2. shall use all reasonable endeavours to achieve successful Switching;

4.4.3. is responsible for the import and implementation and configuration of Customer Data into (as applicable) Customer systems or into the systems of Customer’s new third party service provider;

4.4.4. is solely responsible for ensuring that it has all necessary rights and permissions for Switching and porting Customer Data, including with respect to any third parties who may be impacted; and

4.4.5. shall notify Oblivious on completion of the Switching Process.

4.5. Exit Strategy Support: Oblivious shall reasonably support the Customer’s exit strategy relevant to the Services, including by providing all relevant information to the Customer on request.

5. Conclusion of the Process

5.1. Retrieval Period: Customer may access Customer Data to retrieve it for a period of thirty (30) days following the expiry of the Switching Period or Notice Period (the “Retrieval Period”).

5.2. Erasure: After the expiry of the Retrieval Period, Oblivious shall erase all Customer Data, subject to applicable laws and successful completion of the Switching Process.

5.3. Termination: The Agreement will automatically terminate and Oblivious will provide written notice of such termination to Customer when:

5.3.1. the Switching Process is successfully completed; or

5.3.2. the Notice Period for an Erasure Process has expired.

5.4. Customer and Oblivious will comply with the Terms and Conditions until termination.

Data Processing Addendum (the “DPA”)

This DPA is subject to and made part of the Blatent Terms and Conditions.

Any capitalised terms used in this DPA but not defined will have the meaning in the Terms and Conditions. In the event of a conflict or inconsistency between this DPA and the Blatent Terms and Conditions, the terms and conditions of this DPA prevail.

1. Definitions

In this DPA:

“Data Controller” means the natural or legal person who is considered to be the ‘data controller’ in relation to the Personal Data under Data Protection Law.

“Data Processor” means the natural or legal person who is considered to be the ‘data processor’ in relation to the Personal Data under Data Protection Law.

“Data Subject” has the meaning ascribed to ‘data subject’ under Data Protection Law.

“Data Sub-Processor” means a data processor engaged by the Data Processor.

“Personal Data” means the personal data described in Annex A.

“Personal Data Breach” has the meaning ascribed to “personal data breach” under Data Protection Law, to the extent that such breach occurs with respect to the Personal Data.

“Processing” has the meaning ascribed to “process” or “processing” under Data Protection Law, and “Process” shall be construed accordingly.

2. Personal Data and Processing Purposes

2.1. The parties have determined that, for the purposes of Data Protection Law, Oblivious shall Process the Personal Data as a Data Processor on behalf of the Customer when providing the Services under this agreement.

2.2. The parties agree and acknowledge that the Customer retains control of the Personal Data and remains responsible for its compliance obligations under the Data Protection Law as a Data Controller, including but not limited to, providing any required notices and obtaining any required consents, and for the written processing instructions it gives to Oblivious.

2.3. Annex A describes the Personal Data categories in respect of which Oblivious may process the Personal Data to provide the Services.

2.4. Oblivious shall only act as a Data Controller in limited circumstances where it processes personal data that it collects for its own purposes, such as Customer account data and data processed for Oblivious’ marketing and service-improvement analytics purposes.

3. Oblivious’ Obligations

3.1. Oblivious agrees with the Customer that it shall take reasonable steps to:

3.1.1. Process the Personal Data only in accordance with the Customer’s documented instructions including those set out in this agreement, including with regard to transfers of personal data to a third country or an international organisation, unless otherwise required to do so by mandatory EU or national law to which Oblivious is subject; in such cases Oblivious will inform the Customer of that legal requirement before Processing the Personal Data, where permitted to under that law;

3.1.2. ensure that Oblivious personnel, agents and contractors that Process the Personal Data are subject to appropriate contractual or statutory obligations of confidentiality;

3.1.3. implement appropriate technical and organisational measures against accidental, unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data including, but not limited to, the security measures set out in Annex B of this DPA;

3.1.4. taking into account the nature of Oblivious’ Processing activities in respect of Personal Data and at the Customer’s cost and request, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, to fulfil the Data Controller’s obligations to respond to requests made by Data Subjects in relation to their rights under Data Protection Law;

3.1.5. taking into account the nature of Oblivious’ Processing of the Personal Data and the information available to Oblivious:

1. (A) notify the Customer of a Personal Data Breach in relation to the Personal Data without undue delay; and
2. (B) at the Customer’s request provide reasonable assistance to the Customer in relation to any mandatory obligations applicable to the Data Controller in relation to such Personal Data Breach, under Data Protection Law,

in each case at the Customer’s cost except to the extent that the Personal Data Breach was caused by Oblivious;

3.1.6. taking into account the nature of Oblivious’ Processing of the Personal Data and at the Customer’s cost and request, provide reasonable assistance to the Customer in relation to any mandatory obligations applicable to the Data Controller in relation to:

1. (A) implementing appropriate technical and organisational measures;
2. (B) the performance of data protection impact assessments by the Data Controller under Data Protection Law; and
3. (C) where applicable, carrying out consultations with the supervisory authority;

3.1.7. at the election of the Customer and at the Customer’s cost, delete or return all the Personal Data to the Customer following expiry or termination of this agreement, and delete existing copies of such data unless Oblivious is subject to a legal requirement to store such data beyond the expiry or termination of this agreement;

3.1.8. not have the Personal Data Processed by a Data Sub-Processor except to the extent

1. (A) authorised by the Customer under paragraph 4.1.3 of this DPA; and
2. (B) any such Data Sub-Processor is bound by substantially similar data protection obligations as contained in this paragraph 3 in respect of the Personal Data;

3.1.9. subject to paragraph 4.1.4 of this DPA, to the extent required by Data Protection Law, and at the Customer’s cost and request, make available to the Customer information reasonably necessary to demonstrate compliance with its data protection obligations under this DPA and allow for and contribute to audits, including inspections, conducted by the Data Controller or another auditor mandated by the Data Controller, but in each case only in relation to the Personal Data; and

3.1.10. immediately inform the Customer if, in Oblivious’ opinion, an instruction infringes Data Protection Law.

4. Customer’s Obligations

4.1. The Customer agrees and acknowledges that:

4.1.1. with respect to paragraph 3.1.1 of this DPA, the Customer’s instructions that are set out in this agreement accurately reflect the instructions of the Data Controller to the extent that Oblivious is a Data Processor of the Data Controller;

4.1.2. with respect to paragraph 3.1.3 of this DPA, the technical and organisational security measures that Oblivious has agreed to implement with respect to the Personal Data ensure a level of security appropriate to the risk to such data;

4.1.3. with respect to paragraph 3.1.8 of this DPA, Oblivious may have the Personal Data Processed by a Data Sub-Processor to the extent that:

1. (A) the Data Sub-Processor is any approved Sub-Processor listed in Annex C of this DPA;
2. (B) the Data Sub-Processor has been previously notified to the Customer;
3. (C) Oblivious informs the Customer of any intended changes concerning the addition or replacement of other Data Sub-Processors, thereby giving the Customer the opportunity to object; and
4. (D) any such Data Sub-Processor is bound by substantially similar data protection obligations as contained in paragraph 3 of this DPA;

4.1.4. notwithstanding paragraph 3.1.9 of this DPA, and to the extent permitted by Data Protection Law, Oblivious may demonstrate its compliance with its obligations under section 3 of this DPA through its compliance with a certification scheme or code of conduct approved under Data Protection Law;

4.1.5. Oblivious may transfer and otherwise Process or have transferred or otherwise Processed the Personal Data outside the European Economic Area, including by any Data Sub-Processor of Oblivious; provided that the necessary legal conditions for such transfer and Processing apply to such transfer and Processing, including but not limited, if applicable, EU Standard Contractual Clauses, or a European Commission adequacy decision under Article 45 GDPR is in force and covers such transfer;

4.1.6. it has taken measures concerning the Personal Data to ensure compliance with its personal data security and other obligations prescribed by Data Protection Law for Data Controllers;

4.1.7. it shall and shall cause, appropriate notices to be provided to, and (where applicable) valid consents to be obtained from, Data Subjects, in each case that are necessary for Oblivious to Process (and have Processed by Data Sub-Processors) Personal Data under or in connection with the agreement, including Processing outside the European Economic Area on the basis of any of the legal conditions for such transfer and Processing set out in paragraph 4.1.5 of this DPA; and

4.1.8. it shall not, by act or omission, cause Oblivious to violate any Data Protection Law, notices provided to, or consents obtained from, Data Subjects as a result of Oblivious or its Data Sub-Processors Processing Personal Data.

Annex A - Types of Personal Data Processed

1. 1. Device and Technical Data: IP address, browser type and version, time zone setting and location, operating system and platform, and other technology on the devices used.
2. 2. Usage Data: information about how the website, products and services are used.
3. 3. Metadata: the model used, token counts, latency, timestamps, and error or performance signals.
4. 4. Input Data: prompts, data, instructions and other content submitted to the Software.
5. 5. Output Data: content generated by the Software in response to Input Data.

Annex B - Security

Oblivious will adopt and maintain appropriate technical and organisational security measures in dealing with the Personal Data, in order to protect against unauthorised or accidental access, loss, alteration, disclosure or destruction of such Personal Data, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

In determining those measures, Oblivious will take account of the state of the art, the costs of implementation, and the nature, scope, context and purposes of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

Oblivious will implement the following specific security measures in respect of the Personal Data, as applicable:

Measures for encryption of Personal Data;

Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services;

Measures for ensuring the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;

Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing;

Measures for user identification and authorisation;

Measures for the protection of data during transmission;

Measures for the protection of data during storage;

Measures for ensuring physical security of locations at which Personal Data are processed;

Measures for ensuring events logging;

Measures for ensuring system configuration, including default configuration;

Measures for internal IT and IT security governance and management;

Measures for certification/assurance of processes and products;

Measures for ensuring data minimisation;

Measures for ensuring limited data retention;

Measures for ensuring accountability; and

Measures for ensuring erasure.

Annex C

Customer has authorised the use of the following approved Sub-Processors: