By installing or agreeing for Lusida to be installed, you are agreeing to be bound by the terms and conditions of this Agreement.
The terms of this Agreement are effective upon the earliest of when you or an Authorised User: (a) downloads, installs, accesses or uses the Lusida Materials, or (b) we download, install Lusida as part of the Beta program for you.
This Agreement is a legal agreement between you as either an individual or a single entity, and Bidtech Ltd trading as Lusida.ai ("Lusida"), and it governs your use of the Lusida Materials made available to you by Lusida.
If you are an individual using the Lusida Materials for your own purposes: (1) all references to "you" are to you and (2) you represent and warrant that you have the right, power and authority to enter into this Agreement.
If you are using the Lusida Materials on behalf of an entity or organisation that you represent: (1) all references to "you" are to that entity or organisation and (2) you represent and warrant that you have the right, power and authority to enter into this Agreement on behalf of, and to bind, that entity or organisation.
The Lusida Materials are licensed, not sold, to you by us for use strictly in accordance with the terms of this Agreement.
Definitions. For purposes of this Agreement, the following terms have the following meanings:
"Account Data" means information about you that you provide to Lusida in connection with the creation or administration of your, or your organisation's Lusida accounts, including but not limited to any personal information such as first and last name, username and email address of an Authorised User or your organisation's key contact. Account Data is subject to Lusida's Privacy Policy.
"Administrator" means the individual(s) identified in the Account Data as admin users.
"Affiliate" means, with respect to a party, a business entity that directly or indirectly controls, is controlled by or is under common control with, such party, where "control" means the direct or indirect ownership of more than 50% of the voting securities of a business entity or the legal power to direct or cause the direction of the general management and policies of such entity.
"Applicable Law" means any and all governmental laws, rules, directives, regulations or orders that are applicable to a particular party's performance under this Agreement.
"Authorised User" means an individual employee, agent, contractor, or service provider of you or your Affiliate who has been supplied user credentials for the Lusida Services by you (or by Lusida at your request).
"Customer-tenant environments" means the installation of Lusida by or for you at your premises or on a customer-controlled server within a data centre managed by you.
"Documentation" means all user guides, manuals, technical specifications, API documentation, training materials, and other written or electronic materials provided by Lusida relating to the Lusida Software or Lusida Services.
"Environment" means the systems, platforms, services, software, devices, sites and/or networks that you use for your operations (exclusive of the subscribed Lusida Services).
"Hosting Services" means the cloud infrastructure, hosting, storage, and technical support services provided by Lusida in connection with Provider-hosted deployments.
"Intermediary" means any third-party marketplace or a Lusida approved reseller through which the Lusida Services are made available for purchase.
"Lusida Services" means (a) the hosted software-as-a-service that Lusida makes available through the applicable login page and other web pages designated by Lusida, including Provider-hosted deployments; (b) Hosting Services; and (c) any professional services, implementation services, or consultancy services provided by Lusida ("Consultancy Services").
"Lusida Software" means the proprietary software application, program, web or downloadable application, driver, configuration files, software settings, and all updates, upgrades, modifications, and enhancements thereto, whether deployed in Provider-hosted deployments or Customer-tenant deployments.
"Lusida Materials" means, collectively, the Lusida Software, Lusida Services, Documentation, and any other materials, content, or resources provided or made available to you by Lusida under this Agreement.
"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.
"Personal Information" means any information relating to an identified or identifiable natural person.
"Provider-hosted deployments" means where we manage and host the cloud resources and infrastructure.
"Sensitive Information" means (a) government-issued identification numbers; (b) financial information; (c) sensitive personal information as defined under the Privacy Act 2020, including information about an individual's health, religious or philosophical beliefs, political opinions, ethnic or racial origin, sexual orientation, or criminal convictions; and (d) any other information that is subject to specific or heightened requirements under Applicable Law or industry standards. "Privacy Act 2020" means the Privacy Act 2020 of New Zealand and any regulations made under it.
"Subscription Agreement" means the terms and conditions of Lusida's standard Subscription Agreement, governing a subscription to the Lusida Services that permits you or an Intermediary, as applicable, to access and use the subscribed Lusida Services for your business operations.
Lusida grants you a revocable, limited, personal, non-exclusive, non-transferable, non-sublicensable license to download, install and use the Lusida Software, and to access and use the Lusida Services, in each case in accordance with the terms of this Agreement and any applicable Subscription Agreement. You may not use the Lusida Software or Lusida Services for any purpose other than as intended by Lusida. Unless otherwise agreed by the parties in writing, you are prohibited from accessing or using the Lusida Software or Lusida Services if you are or may become a direct competitor of Lusida. Any such access or use may be suspended or terminated by Lusida at any time and without notice.
A. You agree NOT to, and you will not permit others to, use the Lusida Materials to (a) enable any unauthorised person or entity to access and use the Lusida Materials; (b) modify, copy or create any derivative work based upon the Lusida Materials or any portion, feature or function of the Lusida Materials; (c) resell, distribute or otherwise make available the Lusida Materials to any third party, including as part of a managed services offering; (d) reverse engineer, disassemble or decompile all or any portion of, or attempt to access, discover or recreate the source code for, the Lusida Materials; (e) access or use the Lusida Materials in order to (1) copy ideas, features, functions or graphics, (2) develop competing products or services, or (3) perform competitive analyses; (f) remove, obscure or alter any proprietary notice related to the Lusida Materials; (g) send or store Malicious Code; (h) use or permit others to use the Lusida Materials in violation of Applicable Law; or (i) use or permit others to use the Lusida Materials other to support your use of a Lusida Service, or as described in this Agreement.
B. You are responsible for violations of the restrictions set forth in this section by anyone using the Lusida Materials with your permission or using your account for the Lusida Materials on an unauthorised basis. Your use of the Lusida Materials to assist another person in an activity that would violate these prohibitions if performed by you is a violation of this Agreement.
C. Lusida reserves the right, but does not assume the obligation, to investigate any violation of this Section or misuse of the Lusida Materials. Lusida may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing appropriate data originating from or about you. Lusida also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information and access related to alleged violations of these terms.
The Lusida Software and Documentation, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated with the Lusida Software or Documentation ("Intellectual Property Rights") are, and shall remain, the property of Lusida and its licensors.
You acknowledge and agree that unless otherwise agreed by the parties in writing, you do not acquire any ownership interest or other rights in the Lusida Software, Documentation, or Intellectual Property Rights.
You shall not take any action to interfere with Lusida's or its licensor's ownership of or rights in the Lusida Software or Documentation.
For clarity, you retain all ownership rights in your data and content as set out in Section 7.
By providing feedback, comments, ideas, improvements or suggestions with respect to the Lusida Software, Lusida Services, or Documentation (collectively, "Suggestions") to Lusida, you assign all rights and ownership in those Suggestions exclusively to Lusida and Lusida shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.
Lusida reserves the right to modify, suspend or discontinue, temporarily or permanently, the Lusida Software or Lusida Services or any service to which they connect, with or without notice and without liability to you.
Lusida may from time to time, but has no obligation to, provide enhancements or improvements to the features/functionality of the Lusida Software, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates").
Updates may modify or delete certain features and/or functionalities of the Lusida Software. You agree that Lusida has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Lusida Software or Lusida Services to you.
In the event Lusida makes one or more Updates available for the Lusida Software, you agree to promptly download and install all Updates and acknowledge and agree that the Lusida Software or portions thereof may not properly operate should you fail to do so.
You further agree that all Updates will be (i) deemed to constitute an integral part of the Lusida Materials, and (ii) subject to the terms and conditions of this Agreement.
The Lusida Materials may use, display, include or make available third-party content (including data, information, software and other products or services) or provide links to third-party websites or services ("Third-Party Dependencies").
You acknowledge and agree that Lusida is not responsible for any Third-Party Dependencies, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, quality or any other aspect thereof. Lusida does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Dependencies.
Third-Party Dependencies and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
Lusida may collect data about you, including Personal Information, and your use of the Lusida Materials. Lusida may use the data collected to provide and improve its products, and to provide you with support. If Lusida collects any Personal Information related to you, Lusida will process it in accordance with Lusida's Privacy Policy.
Except for filtering, masking and otherwise removing Sensitive Information, or as may otherwise be expressly described in the Documentation, or agreed by the parties in writing, you shall not use the Lusida Materials to process any Sensitive Information and shall use reasonable efforts to restrict the inclusion of other Personal Information submitted or otherwise uploaded to the Lusida Services, including by applying filters, masking, and other tools and configurations described in the Documentation.
You retain ownership of your data at all times.
In regard to Provider-hosted deployments, you authorise us to ingest, process, normalise, and store your data solely to operate and support Lusida, in accordance with applicable privacy and data protection laws, including the Privacy Act 2020.
In regard to customer-tenant deployment, your data remains within your tenancy. We may access the deployed resources to operate, maintain, and support Lusida.
We may use aggregated or de-identified telemetry and usage information to improve Lusida, provided such information does not identify you or disclose your Confidential Information.
We will not sell your data or use it for unrelated purposes.
If you use the Lusida Software in connection with the Lusida Services, your use of those Lusida Services is subject to the terms and pricing in the applicable Subscription Agreement.
You are responsible for payment of any and all fees incurred as a result of your use of the Lusida Software and the Lusida Services, whether or not facilitated through the Lusida Software, in accordance with the Subscription Agreement or other applicable agreement.
Without limiting anything in this Agreement, you agree that you are solely responsible for configuring any applicable usage, privacy and security settings in the Lusida Software and for your use of the Lusida Services. Lusida is not responsible for failures, inaccuracies, or limitations caused by incorrect configuration of the Lusida Software, insufficient permissions, or your tenancy restrictions.
This Agreement will terminate immediately, without prior notice from Lusida in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Lusida Software and all copies thereof from your device and ceasing use of all Lusida Services.
Upon termination of this Agreement, you shall cease all use of the Lusida Software and Lusida Services and delete all copies of the Lusida Software and Documentation from your device.
Termination of this Agreement will not limit any of Lusida's rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under this Agreement.
The Lusida Software and Lusida Services are provided to you or your Affiliates as a time-limited beta to enable live testing, learning, and feedback in customer environments. The beta will connect to Customer production systems and may be used to support operational and strategic decision-making. However, the Lusida Software and Lusida Services remain pre-release and are provided "as-is" and without warranties or service level commitments.
Grant of Beta Licence: Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Lusida Software and Lusida Services during the beta period for your internal business purposes only.
Deployment Models: During the beta period, Lusida may be delivered using either or both of the following deployment models, as agreed with you:
a) Provider-hosted deployments: Lusida is hosted and operated in our managed infrastructure. You provide access to required Microsoft data sources via service principals, APIs, or delegated permissions.
b) Customer-tenant deployment: Lusida is deployed into your Microsoft Azure tenancy within a managed resource group (or equivalent). We control the deployed resources and software. you control your tenant and subscription.
Both deployment models are licensed services under this Agreement.
Additional Restrictions: In addition to the restrictions set forth in Section 2 above, you must not, and must ensure your users do not:
You may take minimal necessary action within your own tenancy where urgently required for security or compliance, provided that you notify us as soon as reasonably practicable and cooperate with us to restore service. We are not responsible for failures or issues caused by your actions. You are responsible for all activity conducted through your accounts and by your authorised users.
The beta is provided at no charge unless otherwise agreed in writing. If any fees are agreed, they will be set out in an order form or written confirmation.
Beta term and Termination: Four (4) weeks from the agreed start date, unless extended in writing by us. We may terminate the beta by providing three (3) days' written notice. We may suspend access immediately (and may terminate immediately if necessary) if you breach this Agreement or if we reasonably believe continued access creates security, legal, or operational risk. We will notify you as soon as reasonably practicable of the reasons for such suspension or termination.
On termination or expiry:
(a) We may disable access to Lusida.
(b) Provider-hosted deployments: where technically feasible and safe, we will allow up to seven (7) days of limited access solely to export Customer data or outputs, after which we may delete your data held in our systems without further notice.
(c) Customer tenancy deployments: You retain your data within your tenancy. We may remove or disable managed resources and components deployed for Lusida after seven (7) days, or immediately where required for security, legal, or operational purposes.
We have no obligation to retain data after the applicable period described above.
Notwithstanding any damages that you might incur, and to the maximum extent permitted by Applicable Law, Lusida's total aggregate liability under this Agreement shall not exceed NZD $100.
This limitation does not apply to: (i) liability for death or personal injury caused by negligence; (ii) liability for fraud or fraudulent misrepresentation; (iii) liability for wilful misconduct or gross negligence; (iv) liability that cannot be excluded or limited under the Consumer Guarantees Act 1993 or Fair Trading Act 1986; or (v) any other liability that cannot be excluded or limited under New Zealand law.
To the maximum extent permitted by Applicable Law, in no event shall Lusida be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of data or privacy arising out of or in any way related to the use of or inability to use the Lusida Software or Lusida Materials, third-party software and/or third-party hardware used with the Lusida Software, or otherwise in connection with any provision of this Agreement), even if Lusida has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
This Agreement shall be governed by and construed and enforced in accordance with the laws of New Zealand. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the courts of New Zealand, and the Parties expressly consent to the exclusive jurisdiction of the New Zealand courts and irrevocably waive any objection to venue in such courts.
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under Applicable Law, and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement does not constitute a waiver of such right, and shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
Lusida reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use Lusida Materials after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must immediately cease using the Lusida Materials and notify Lusida in writing of your termination.
This Agreement constitutes the entire agreement between you and Lusida regarding your use of the Lusida Materials and Lusida Software and supersedes all prior and contemporaneous written or oral and written agreements between you and Lusida or any Lusida affiliate or subsidiary.
No variation of this Agreement shall be effective unless made in writing and signed by both parties. You acknowledge that you may be subject to additional terms and conditions that apply when you use or purchase other Lusida Services, and you agree to comply with all such additional terms. In the event of any conflict between this Agreement and such additional terms, the additional terms shall prevail to the extent of the inconsistency with respect to those specific services.
All notices or communications required or permitted in connection with the Lusida Services shall be made pursuant to the notice terms under the applicable Subscription Agreement. All other notices shall be made as set forth below. Notices shall be made in writing and shall be deemed to be sufficiently given two business days after being sent, unless the sender has knowledge that such notice was not received.
a. To Lusida
For notices or communications to Lusida, you may contact faranak.torabi@lusida.ai
b. To You
For all other notices or communications to you, Lusida will contact: (i) your Administrator via email, or (ii) for notices not specific to you, through the Lusida Materials or Lusida Services.