Select Research Limited
Application Programming Interface Contract

Application Programming Interface Licence
Terms and Conditions

Schedule 1

These terms and conditions (the Terms) set out:

  • your legal rights and responsibilities;

  • our legal rights and responsibilities; and

  • certain key information required by law.

 

Please let us know if there are any clauses that you do not understand or that contradict your understanding of our products and services.

In this Contract:

‘We’, ‘us’ or ‘our’ means Select Research Limited (the BVI Provider), a limited company registered in England and Wales with company number 02921698 and with its registered office at Malvern Hills Science Park, Geraldine Road, Malvern WR14 3SZ, United Kingdom; and ‘You’, ‘your’ or ‘customer’ means the business or organisation buying or using our Application Programming Interface as specified in the Contract Details.

Background:

A) We have compiled and own the Application Programming Interface (the API) to allow access to the BVI system (as defined below).

 

B) You wish to use the API to incorporate our BVI system for accepting specific data entry and executing the calculations of chosen body composition and data into your own Application (as defined below).

 

C) These are the terms upon which we grant you the rights to use the API.

 

D) These terms are intended to be read together with the Contract Details and our Privacy Policy and any additional terms and conditions that the parties may agree upon in writing from time to time.

 

The Parties Agree:

1. Definitions and interpretation
 
1.1 Definitions
Application

Means the customer software solution (including all systems, algorithms, applications program, machine learning models, Artificial Intelligence approaches and implementations, operating system software, database, firmware, computer software language, utilities, and other computer programs in machine-executable object code, in whatever media or form of storage, including the tangible media upon which they are recorded or printed) and any other technological or computer based solution and/or service developed by or on behalf of customer which facilitates and/or delivers any and all aspects of customer’s 1 business, operations and activities, including: the customer app; the customer platform; the customer portal; and the customer interface;

API

Means our Application Programming Interface and includes all documentation, content, data, code samples, and other materials provided to you in connection with this Contract, whether delivered on disk, through a download, or any other media or form;

Business Day

Means a day (other than a Saturday or Sunday or public holiday) on which banks are generally open for non-automated commercial business;

Confidential Information

Means any and all confidential information (whether in oral, written or electronic form) given including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other’s business, finance or technology, know-how, intellectual property, assets, strategy, products and customers, including without limitation information relating to manufacturing or other processes, management, financial, marketing, technical and other arrangements or operations of any person, firm, or organisation associated with that party;

Data Protection Laws

Means the General Data Protection Regulation (EU) 2016/679 (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK, as well as any successor legislation to the GDPR and Data Protection Act 1998;

Fees

Means the API licence fee specified in Schedule 2, payable in accordance with clause 5 (Fees and Payment);

Force Majeure

Means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations under the Terms. Force Majeure does not include, without limitation, inability to pay;

Intellectual Property Rights

Means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, the right to sue for passing off, utility models, domain names and all similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;

(d) whether vested, contingent or future; and

(e) wherever existing;

Kiosk

"Kiosk" in terms of the meaning for this agreement is defined as a small physical structure with one or more open sides that is used to provide human health data or services (such as future health risk and is placed in a physical location to be used by a person using services either included in or on the physical structure.

Losses

Means all incurred losses, liabilities, damages, costs, claims, demands, actions, proceedings, orders and expenses (including legal fees on a solicitor/client basis) and disbursements and costs of investigation, litigation, settlement, judgement interest and penalties;

Platform

Means our website known as www.bodyvolume.com comprising our proprietary computer software system for the Body Volume Index (BVI) technology and system executing the calculations of chosen body composition and measurement data and any other applications offered or operated by us from time to time by use whether accessed via the Internet, mobile device or other electronic device; and

VAT

Means United Kingdom value added tax and any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.

1.2 Interpretation

In this Contract, unless the context otherwise requires:

1.2.1 references to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality);

1.2.2 references to legislation (including any subsidiary legislation) include any modification or re-enactment thereof.

2. Grant of licence to use API

2.1 In consideration of you paying the Fees payable in accordance with this Contract, and with effect from the Start Date, we grant you a non-exclusive, revocable, non-transferable, subject to clause 3 non-sublicensable licence to use the API for the purposes agreed with us and subject to other restrictions on use in clause 3 (Use of the API) below.

 

2.2 The grant of the licence to use the API shall continue until terminated in accordance with these Terms.

3. Use of the API

3.1 You shall not use the API contrary to any restriction stated in these Terms, or otherwise in a way that is not expressly permitted by them.

 

3.2 You shall only use the API for the purpose of developing applications for use with your products and services, including the Application, as set forth in the applicable documentation included with the API attached hereto as Schedule 3 as amended from time to time.

 

3.3 You shall be authorised to incorporate the API into apps and/or other services which will be made available (i) in app stores under your brand, and (ii) under your app store licence. You shall ensure that your use of the API is in accordance with:

(a) all relevant legislation, regulations, codes of practice, guidance and other requirements of any relevant government, governmental or regulatory agency or other relevant body; and

(b) any and all applicable specifications and other documentation provided to you from time to time with respect to the API;

(c) the functions specified in schedule 2.

 

3.4 You must not and shall ensure that your affiliates, employees, agents, representatives, officers, representatives, and subcontractors do not (directly or indirectly) use the API:

 

(a) in connection with a criminal offence under the applicable national laws or regulations or against public order or applicable ethical standards and codes;

(b) in any way which causes or is intended to cause annoyance, inconvenience or needless anxiety;

(c) for any unlawful purpose whatsoever, including fraud or terrorism; (d) in any way which is abusive, harmful, threatening or defamatory or any other way that may cause offence;

(e) in any way that could be harmful to end-users’ or our systems or data (including uploading any material that otherwise contains a virus or other malicious code);

(f) in any way which breaches or could potentially breach a legal duty to a third party (including a duty of confidentiality) or which infringes or could potentially infringe a person's right to privacy;

(g) in any way which promotes discrimination or is likely to incite hatred;

(h) in any way contrary to the terms and conditions of this Contract which may infringe the Intellectual Property Rights of third parties or which promotes any unlawful act.

3.5 You must not and shall ensure that your affiliates, employees, agents, representatives, officers, representatives, and subcontractors do not:

(i) copy the API (except as expressly permitted by this Contract) or decompile, reverse engineer, disassemble or attempt to derive the source code of, those components of the API, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law);

(ii) sell, assign, pledge, rent, lease, lend, upload to or host on any website or server for use by any party except you, redistribute, or sublicense the API (or any part thereof), or operate the API (or any part thereof) in the capacity of a service bureau or other hosted services provider, in whole or in part, nor may you enable others to do so;

(iii) disclose to any third party or permit any third party to access, use, or execute the API, or any part thereof (except by end users of the Application with respect to components of the API that are embedded in the Application) or alter, modify, customise or improve the API, or any part thereof;

(iv) use the API (or any part thereof) for any illegal purpose, in any manner that is inconsistent with the terms of this Contract, or to engage in any illegal activity;

(v) use the API or any information contained therein or otherwise provided by us for the purpose of developing, or having developed, any product competitive with any of our products or services.

(vi) use the API in contravention of https://patents.google.com/patent/EP1993443B1/en and https://patents.google.com/patent/US8374671B2/en granted patents

 

3.6 Reservation of Rights. All licences not expressly granted in this Contract are reserved and no other licences, immunity, or rights, express or implied, are granted by us, by implication, estoppel, or otherwise.

4. Fees and payment

4.1 In consideration of being granted access to the API, you shall pay us the Fees set out in Schedule 2.

 

4.2 You shall pay such sums on the due date for payment set out in Schedule 2.

 

4.3 All fees will be paid in advance for expected usage and any excess usage over and above the agreed amount will be chargeable at a pro rata rate.

5. Taxes and duties

All amounts due under these Terms are exclusive of VAT, sales or other tax applicable to the licence granted and/or services provided under this Contract which shall be paid in addition by you at the rate and in the manner for the time being prescribed by law.

6. Interest

6.1 Where undisputed sums due under these Terms are not paid in full by the due date, we may, without limiting our other rights, charge interest on such sums at 4% a year above the base rate of HSBC Bank plc from time to time in force.

 

6.2 Interest will apply from the due date for payment until actual payment in full, whether before or after judgement.

7. Security

7.1 Each party shall ensure that they implement appropriate technical and organisational measures required under applicable laws, including GDPR, to protect the API against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure.

 

7.2 These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction or damage to the API and having regard to the nature of the API which is to be protected.

8. Data protection and privacy

8.1 You shall:

8.1.1 comply with all applicable Data Protection Laws in respect of your use of the API;

8.1.2 ensure that your collection, use and disclosure of any personal data as part of the use of the API complies with Data Protection Laws;

8.1.3 have in place and follow a proper process for securely deleting an end-user’s personal data upon withdrawal of their consent to the processing of their personal data; and

8.1.4 prominently display a privacy policy, which informs end-users of the information that you will collect from them and how that information will be used, and only process personal data that forms part of, is derived from or is combined with, the data generated by the API to the extent, and in such manner, as is permitted by the privacy notices of the Platform and Application; and

 

8.2 implement appropriate security measures to protect any personal data in accordance with the general security requirements set out in clause 8 (Security) above.

9. Intellectual Property Rights

9.1 Except for your licence right to use the API as expressly granted above, all Intellectual Property Rights in and to the API shall vest and remain vested in us or our licensors.

 

9.2 To the extent that you acquire any Intellectual Property Rights in the API, you shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us or any relevant third party nominated by us. You shall execute all such documents and do such things as we may consider necessary to give effect to this clause.

 

9.3 All Intellectual Property Rights in and to your own Application using the API shall vest in and remain vested in you and your own products.

9.4 You acknowledge and agree that:

9.4.1 the API contains Confidential Information and you shall not conceal, modify, remove, destroy or alter in any way any of our proprietary markings on or in the API or any related materials and documentation;

9.4.2 all BVI trademarks, logos and service marks (collectively, the Trade Marks) which appear in the API/API documentation are registered and unregistered Trade Marks or are licensed for use by us and by third parties, and that all other Trademarks are proprietary marks and are registered to their respective owners;

9.4.3 nothing contained in the API should be construed as granting, by implication or otherwise, any licence or right to use any Trademarks displayed in the API without our written permission other than as detailed in Clause 10.3 above; and

9.4.4 you shall not deal with any TradeMark displayed in the API, or any other content in the API, contrary to the provisions of this Contract.

10. Licences

10.1 The BVI Provider grants a non-exclusive, non-transferable licence to the APIs to the customer to the extent required for the customer to provide the customer Services to the Customers on the basis that the customer complies with any restrictions placed on its use of the APIs under this API Contract.

 

10.2 The BVI Provider grants to the customer a non-exclusive, non-transferable licence to the data it provides to the customer for the purposes of providing the customer Services under this API Contract, on the basis that the customer complies with any restrictions placed upon its use of the data under this API Contract.

 

10.3 The BVI Provider grants to the customer a non-exclusive, non-transferable licence to the BVI Provider's brand, including the BVI trademark for the purposes of providing the customer Services to the Customers. This non-exclusive, non-transferable licence extends only to and during the course of using the API.

 

10.4 Where the API Contract is terminated or suspended either under Clause 15 of this API Contract or otherwise, the licences contained within this Clause 10 will be similarly terminated or suspended.

11. Modifications to the API

11.1 We reserve the right to make updates or enhancements to the API and the API documentation at any time for any reason, and notice of such updates or enhancements shall be posted on our website and made available to you.

 

11.2 You acknowledge and agree that all Intellectual Property Rights in any modifications or enhancements made to the API by you shall vest in us upon creation, and we shall be entitled to use any information provided by you relating to modifications or enhancements that could be made to the API, without any right for you to be compensated for the same.

12. Confidential Information

12.1 Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not without the prior written consent of the other use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under these Terms.

12.2 Each party undertakes to:

 

12.2.1 disclose the other party’s Confidential Information only to those of its officers, employees, agents, professional advisers and contractors to whom and to the extent to which such disclosure is necessary for the purposes contemplated under these Terms; and

12.2.2 to procure that such persons are made aware of and agree in writing to observe the obligations in this clause.

12.3 The provisions of this clause shall not apply to information which:

 

12.3.1 is or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors;

12.3.2 is lawfully received by the recipient from a third party free of any obligation of confidence at the time of its disclosure;

12.3.3 is independently developed by the recipient, without access to or use of such information; or

12.3.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the relevant party, where possible, notifies the other at the earliest opportunity before making any disclosure.

 

12.4 The obligations under this clause shall survive the variation, expiry or termination of these Terms for a period of five years.

13. Security

13.1 Both Parties will:

 

13.1.1 be responsible for the security of its own system;

13.1.2 not knowingly transmit any Malware through the use of the APIs or introduce Malware into any data or message sent to the other Party or into the other Party's system; 10

13.1.3 use commercially available and current scanning tools (in line with good industry practice) to scan for Malware.

 

13.2 The customer is responsible for putting in place measures to ensure the security of Customer data and of the customer Services, including by complying with the Security Requirements at all times during the Term and for not allowing unauthorised individuals to access and use the BVI Provider's APIs and data via the customer's System.

14. Termination and Suspension

14.1 The BVI Provider has the right to terminate the customer's access to the APIs if it has reason to believe that:

 

14.1.1 the customer is using the APIs for purposes not disclosed to the BVI Provider during the onboarding process;

14.1.2 the customer declares or acknowledges that it is insolvent or unable to pay its debts as they become due or upon the filing of any proceeding for bankruptcy;

14.1.3 the customer introduces Malware into, or otherwise disrupts or attempts to disrupt the BVI Provider's systems;

14.1.4 the customer offers the customer Service or conducts itself in a manner that causes damage to the BVI Provider's reputation, either with the Customers or with the market more widely, including but not limited to regulators; or

 

14.2 The BVI Provider has the right to suspend the customer’s access to the APIs in circumstances where:

 

14.2.1 emergency maintenance needs to be carried out; 14.2.2 there is an actual or suspected Security Breach by the customer;

14.2.3 there is an actual or suspected breach of this API Contract by the customer;

14.2.4 the customer suffers a Security Breach or other unauthorised access to the systems through which either the APIs are accessed or the Customers use the customer Services;

14.2.5 the BVI Provider has a legitimate concern about the customer's access to or use of the APIs or the BVI Provider is subject to a Security Breach; or

14.2.6 where the BVI Provider has any other reasonable grounds for such suspension and provides sufficient cause with advance notice of 90 days to the customer to remedy the cause before such suspension takes effect.

15. Consequences of Termination

15.1 On termination or suspension of this API Contract, the customer will no longer have any rights to access the APIs or the Customer data.

16. Warranties

16.1 You warrant that:

 

16.1.1 you have the right, power and authority to enter into these Terms;

16.1.2 you hold all rights and have obtained all licences and consents required to use the API; and

16.1.3 your Application does not infringe any rights of any third party or our rights, nor does it breach any applicable laws or regulations, including Data Protection Laws.

16.2 The API is provided on an ‘as is’ basis and you acknowledge and agree that:

 

16.2.1 the API may not be free of bugs or errors and agree that the existence of minor bugs or minor errors (i.e. bugs or errors which do not cause the API and/or the Application not to function in the productive environment or to lose data) shall not constitute a material breach of these Terms; however, we will correct any such minor bugs or minor errors as soon as possible free of charge;

16.2.2 you remain responsible for your own hardware and content and any other data uploaded through the API;

16.2.3 we are not responsible for any liability that arises in connection with third parties unlawfully obtaining access to your API account in order to abuse the nature and intent of the API unless such unlawful access is caused by us in breach of clause 8; and

16.2.4 you are responsible for any and all liability that arises in connection with any activity using your username or password (whether authorised or not) contrary to the requirements set out in the API documentation.

16.3 We do not warrant or represent that the API shall be:

 

16.3.1 uninterrupted or error-free; or

16.3.2 compatible with third-party software or equipment unless such third-party software or equipment is provided by us to you.

16.4 You agree that you are satisfied that the API is suitable for the purpose for which you propose to use the same.

16.5 We warrant that:  

 

16.5.1 we have the right, power and authority to enter into this Contract and to grant to you the rights contemplated in them in relation to the API;

16.5.2 we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this Contract;

16.5.3 the API complies with the API specification and documentation attached hereto as Schedule 3 as amended from time to time;

16.5.4 we will not insert or include, or permit or cause our personnel to insert or include, any virus into the API;

16.5.5 where applicable, we will use up-to-date, industry accepted anti-virus software to check for and prevent any virus being introduced into the API;

16.5.6 we will take all necessary steps to mitigate the effect of any virus found in the API;

16.5.7 provided the subject follows exact instructions and wears clothing specified in the documentation, the average accuracy of the waist measurement, waist to hip ratio, visceral fat, and total body fat provided by the API exceeds 95% when compared against gold standard practice (anthropometric measurement by a trained healthcare professional); and

16.5.8 The API does not infringe any Intellectual Property Rights of any third party, nor does it breach any applicable laws or regulations.

16.6 Any warranties we give shall be subject to your using the API in compliance with these Terms, and we shall not be liable under this clause for, or required to remedy, any problem arising from:

 

16.6.1 any modification made to any part of the API by anyone other than us or our subcontractors; or

16.6.2 any defect or error wholly caused by any equipment or third-party software used in connection with the API unless such equipment or third-party software is provided by us to you.

16.7 Subject to the express terms set out in these Terms and to the maximum extent permitted by applicable law, we hereby disclaim all other warranties, terms and conditions, either express, implied or statutory in relation to the API.

17. Limits on liability

17.1 Subject to the following subclauses, in no event shall either party’s aggregate liability (whether in contract, tort (including negligence) or otherwise) and in respect of all claims, losses and damages arising under or in connection with these Terms exceed the total Fees actually paid by you to us under these Terms or a total aggregate amount of £1,000,000, whichever is greater.

 

17.2 Subject to sub clause 14.3, under no circumstances shall either party be liable to the other party for any of the following types of loss or damage arising under or in relation to these Terms (whether arising for breach of contract (including under any indemnity), misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty, warranty, strict liability or any other legal theory howsoever arising):

17.2.1 any loss of profits, business, contracts, anticipated savings, goodwill, or revenue, any wasted expenditure, or any loss or corruption of data (regardless of whether any of these types of loss or damage are direct, indirect or consequential); or

17.2.2 any indirect or consequential loss or damage whatsoever, even if that party was aware of the possibility that such loss or damage might be incurred by the other. 

 

17.3 Notwithstanding the above, neither party excludes or limits any liability for:

17.3.1 personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of a party or its employees; or

17.3.2 fraud, fraudulent misrepresentation or fraudulent concealment; or 17.3.3 any breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

17.3.4 any other liability to the extent the same cannot be excluded or limited by law.

18. Force Majeure

18.1 A party will not be liable if delayed in or prevented from performing its obligations under these Terms due to Force Majeure, provided that it:

 

18.1.1 promptly notifies the other party of the Force Majeure event and its expected duration; and

18.1.2 uses reasonable endeavours to minimise the effects of that event.

18.2 If, due to Force Majeure, a party:

 

18.2.1 is unable to perform a material obligation; or

18.2.2 is delayed in or prevented from performing its obligations for a continuous period of more than 90 days; the other party may, within a further 30 days terminate this licence on notice, otherwise these Terms shall continue in full force and effect.

19. Term

19.1 The Contract shall commence on the Start Date specified in the Contract Details and shall continue, unless terminated earlier in accordance with these Terms, until either party gives to the other not less than 3 months' written notice to terminate, expiring on or after the first anniversary of the Start Date.

 

19.2 The Start Date will be deemed to be the date on which the customer purchases the API.

 

19.3 The End Date will be determined to be the point at which the customer ceases use of the API.

 

19.4 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of the Contract which breach cannot be remedied or (if such breach can be remedied) fails to remedy that breach within a period of 28 days after being notified in writing to do so.

19.5 Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any undisputed amount due under the Contract on the due date for payment and if you fail to remedy that breach and to pay the due amount within a period of 28 days after being notified in writing to do so.

 

19.6 Without affecting any other right or remedy available to you, you may terminate the Contract at any time by giving 30 days prior written notice to us.

 

19.7 In the event of termination of this Contract for any reason:

 

19.7.1 all licences granted to you shall terminate immediately;

19.7.2 each party shall within days return or destroy all the other party’s Confidential Information or data in its possession or under its control and all copies of such information;

19.7.3 these Terms shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect; and

19.7.4 We will refund any Fees prepaid by you in advance on a pro rata basis, except where the Contract is terminated by us in accordance with subclauses 16.4 or 16.5.

20. Notices

20.1 Any notice or other communication given to a party under or in connection with these Terms (a Notice) shall be in writing or by email, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause.

 

20.2 A Notice shall be deemed to have been received:

 

20.2.1 if delivered personally: when left at the address referred to in sub clause 17.1;

20.2.2 by first-class post: two Business Days after posting;

20.2.3 by airmail: seven Business Days after posting;

20.2.4 by hand: on delivery;

20.2.5 by email: the next Business Day.

 

20.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

21. Entire agreement

These Terms contain the whole agreement between the parties relating to its subject matter and supersede any prior agreements, representations or understandings between them unless expressly incorporated by reference in these Terms. Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in these Terms. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

22. General

22.1 Nothing in these Terms shall (except as expressly provided) be deemed to constitute a 11 partnership, or create a relationship of principal and agent between the parties for any purpose.

 

22.2 For the purposes of the Contracts (Rights of Third Parties) Act 1999, these Terms are not intended to and do not give any person who is not a party to them any right to enforce any of their provisions.

 

22.3 No party may assign, novate, transfer, subcontract or encumber any right or obligation under these Terms, in whole or in part, without the other's prior written consent or except as expressly permitted in these Terms.

 

22.4 No amendment or variation of these Terms will be valid unless agreed in writing by an authorised signatory of each party.

 

22.5 If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

 

22.6 A waiver of any right under these Terms is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action. 23.7 Each party will, at its own cost, do all further acts and execute all further documents necessary to give effect to these Terms.

 

22.8 Provisions which by their terms or intent are to survive termination of these Terms will do so

23. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter is governed by and shall be construed in accordance with the laws of England. Subject to any disputes which the parties agree to resolve using an alternative dispute resolution process, the parties irrevocably submit to the exclusive jurisdiction of the courts of England to settle any disputes and claims which may arise out of, or in connection with, this licence and the Terms.

 

If you would like to speak to us about any aspect of this Contract, please contact us by e-mail at info@select-research.com

Schedule 2

Fees

If additional functions or users are required without an agreed amendment, the customer will agree to pay licence fees in accordance with Supplier’s pricing schedule.

 

Due date: Not applicable.

 

Payment terms: customer shall pay all advance payments for the API including top up requests under the account once existing API ‘clicks’ have expired.

 

Payment will be made as the following:-

a. An advance payment chosen by the User according to needs

b. The set fee is to include request 'clicks' through the API to a designated level in all exclusive and 12 non-exclusive areas of the world and for use in all applications.

c. Any excess 'clicks' to be charged pro rata in addition each month.

Users

Number of Users: The customer is not limited to a number of users accessing the API. Rather, limitations will exist based on the number of credits on the account as determined by the number of credits chosen for pre-payment upon completion of the website application form for the API.

Credits

The number of API credits which exist on the customer's account will depend on the value of the advanced payment made by the customer. The greater the payment, the more API calls will be assigned to the account. Credits will be consumed in varying amounts, depending on how they are used. For example, a BVI number will be worth an amount of credits and calculating Total Body Fat will be worth a different amount of credits, and so on. Any call on the API using that account key will consume that account's credits until the balance has been exhausted.

Excess API Credits

If the usage of credits is to exceed the prepaid number, these will be charged pro-rata at the same agreed fee per credit. The choice of package for credits will remain and be the responsibility of the purchaser.

Functions

The API can deliver the following functions: waist measurement, hip measurement, waist to height ratio, waist to hip ratio, visceral fat, total body fat, BVI Risk Indicator and the BVI Number. Under the terms of this Contract you have permission to only access the following API functions:

● Waist measurement

● Waist to height ratio

● Waist to hip ratio

● Total body fat

● Visceral fat

● BVI Risk Indicator - Result quartile

● BVI Number - Reference

Use Of Images

The BVI Provider will process the digital images in order to produce the measurements for the API service, but the BVI provider will never store any images received from the end users of the API. The images will always be automatically deleted by the BVI Provider after they have been processed.

Schedule 3

API Documentation

This Schedule 3 sets out the API documentation as of the Start Date of the Contract and as will be available on the www.bodyvolume.com website. The BVI Provider shall make updates or enhancements to the API documentation, and notice of such updates or enhancements shall immediately be made available to the Customer. The API documentation is freely available online and updated regularly. At the time of access when setting up an API account, this API documentation will reflect the most current version available.