Anam.ai Terms and Conditions

These Terms and Conditions and an Order Form (together, the “Agreement”) are entered into by and between Anam and Customer and sets out the terms and conditions that govern Customer’s rights to access and use the Anam Services.

Anam may amend Terms and Conditions from time to time by posting a new copy of Terms and Conditions on this webpage or a successor page or otherwise providing Customer with notice of such amendment. If Customer does not agree to any such amendment, Customer must and shall stop using any Anam Services. Customer’s continued use of any Anam Services after any amendment constitutes Customer’s binding acceptance of such amendment.

By signing up to use any Anam Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity, you represent that you have legal authority to bind that entity, and all references to “Customer” herein are references to that entity.

Unless otherwise defined in the body of the Agreement or above, any capitalised terms herein have the meaning given to them in Section 16.

THE PARTIES AGREE AS FOLLOWS:

ANAM LAB AND THE SOLUTION
1. Anam Lab Access. Anam grants Customer a limited, personal, non-exclusive, non-sublicensable and non-transferable right during the Term for its Authorised Users (up to the limits on the number of such Authorised Users set out in the Order Form) (if any)) to use the ordinary features and functionalities of Anam Lab as part of Customer’s internal business operations via the standard Anam Lab web interface.
2. Anam Solution Integration. Anam grants Customer a limited, personal, non-exclusive, non-sublicensable and non-transferable right and licence during the Term to use the Anam Connectors to integrate the Anam Solution into Customer’s applications, products or services (“Customer Apps”) in accordance with the Documentation to enable End Users to interact with AI Persona(s) via those Customer Apps.
3. Limitations. The features and functionalities of the Anam Services to be made available to Customer shall vary depending on the features and functionalities (and any relevant limits and restrictions) expressed as available within the relevant subscription purchased by Customer and set out in the Order Form – any relevant terms and conditions of this Agreement shall be construed accordingly (including the rights granted in Sections 1.1 and 1.2). In particular, the number of AI Personas that Customer may make available via its Customer Apps, the maximum conversation time per End User session and the maximum number of concurrent conversations with AI Personas across End Users will be subject to any limits applicable to Customer’s subscription and/or set out in the Order Form.
4. Non-exclusive. Customer acknowledges that the likenesses of the AI Personas are stock personas that are made generally available to Anam’s customers, and Customer does not obtain any exclusive rights to use any given AI Persona’s likeness under this Agreement or otherwise.
5. Responsibility. Customer is solely responsible for the acts and omissions of End Users and Authorised Users. Customer shall immediately notify Anam of any unauthorised use by any Authorised User or End User’s of any Anam Services and/or any Customer Apps (as and where applicable).
6. Acceptable Use. In connection with any use of the Anam Services (including in relation to any Inputs to the Anam Services) and use of Interactions, Customer shall, and shall procure that its Authorised Users and End Users shall, comply with Anam’s Acceptable Use Policy (as amended from time to time). Customer acknowledges that Anam and/or certain AI Services (as defined below) may use certain measures and technologies (including artificial intelligence-powered systems) to screen Inputs and Interactions to block the generation of certain Interactions which would or is likely to not conform to Anam’s Acceptable Use Policy and/or any terms, conditions or guidelines applicable to any AI Services (as defined below).
FREE TRIALS, EVALUATION USE, AND BETA FEATURES
1. Free Trials. If a Free Trial Period is agreed under the Order Form, Customer may use the Anam Lab during that Free Trial Period (subject to any limitations or restrictions on such trial usage as Anam may impose in its sole discretion), provided that during such Free Trial Period, Customer shall have no right to use any other aspects of the Anam Services (including any Anam Connectors and/or to integrate the Anam Solution into Customer Apps). Under no circumstances can Customer (inclusive of any employees, service providers or staff working on its behalf) have more than one Free Trial Period.
2. Evaluation Use. If an Evaluation Period is agreed under the Order Form, Customer may use the Anam Solution during that Evaluation Period for internal testing and evaluation usage only and no commercial or production use whatsoever (subject to any further limitations or restrictions on such evaluation usage as Anam may impose in its sole discretion). Under no circumstances can Customer (inclusive of any employees, service providers or staff working on its behalf) have more than one Evaluation Period. For the avoidance of any doubt, under no circumstances may Customer make available the Anam Solution (as part of the Customer Apps or otherwise) to any End Users or any person other than its internal staff members engaged in the internal testing and evaluation of the Anam Solution.
3. Conversion into Paid-for Subscription. When the Free Trial Period and/or Evaluation Period expires, Customer’s subscription will automatically convert into a paid-for subscription, the Initial Term shall commence, and Customer shall pay any Fees in accordance with Section 5. To avoid automatic conversion to a paid-for subscription, and commencement of the Initial Term, Customer must prior to the expiry date of the Free Trial Period or Evaluation Period (as applicable) that it wishes this Agreement to terminate upon expiry of the Free Trial Period or Evaluation Period (as applicable).
4. Beta Features. From time to time, Customer may have the option to access certain features or functionalities of the Anam Services on made available by Anam on a ‘beta’, pre-release or evaluation basis (“Beta Features”), including where Customer elects to participate in any Anam beta testing programme(s) or similar. Customer may only use the Beta Features to internally evaluate and test such Beta Features and for no other purpose whatsoever. Customer shall not disclose to any third-party or publish details of any Beta Feature (including details of any evaluation or testing of the Beta Feature) without Anam’s prior written consent.
5. INAPPLICABLE PROVISIONS. With respect to Customer’s use of any Anam Services during the Free Trial Period and the Evaluation Period (as applicable), and at all times with respect to any Beta Features, the following Sections of this Agreement will not apply: Section 5, Section 7.2 (insofar as the limited warranty therein would otherwise be given by Anam), and Section 10.1; furthermore, Anam makes no commitments to Customer, and to the fullest extent permitted by law shall have no liability whatsoever to Customer, with respect to any such use.
ANAM CONNECTORS
1. No Endorsement. Customer shall not represent to any third-party that Anam endorses, warrants, guarantees or makes any other commitments with respect to the operation or performance of any Customer Apps.
2. No support. Customer is solely responsible and liable for any Customer Apps, and Anam shall have no obligation to provide support, maintenance or any other services to any person with respect to the access, use of, development or delivery of any Customer Apps (other than to provide the Anam Solution via the Anam Connectors under and subject to this Agreement).
3. API Keys. Customer shall ensure the ongoing security and control of its API keys and any other credentials required to use the Anam API, and shall not exchange or transfer any such API keys or other credentials from, to or with any third-party without Anam’s express written consent.
4. Supported Versions. Customer shall only use supported versions of the Anam API, and shall promptly implement any updates and patches to the Anam API notified to Customer from time to time. Anam shall have no liability to Customer arising out of any use by Customer of any unsupported Anam API, which shall be at Customer’s own risk.
5. Throttling. Anam may from time to time permanently or temporarily impose reasonable limits on use of the Anam Solution via the Customer Apps and any Anam Connectors (e.g., throttling or rate-limiting calls made via Customer Apps). Without prejudice to the foregoing, Anam may impose such limits where it reasonably believes that the volume of calls made via the Anam Connector would adversely impact the Anam Technology, have a detrimental effect on the operation of the Anam Solution and/or adversely affect Anam’s other customers and users.
ANAM TECHNOLOGY; CUSTOMER CONTENT
1. Anam Ownership. As between the Parties, Anam retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to the Anam Technology. Customer will not acquire any right, title or interest in or to the Anam Technology (subject only to the limited rights expressly granted in Section 1.1), and Anam reserves all rights therein and thereto not expressly granted in this Agreement.
2. Customer Ownership. As between the Parties, Customer retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to all Customer Content and any Customer Apps (excluding always the Anam Technology).
3. Licence to Anam. Customer hereby grants to Anam a non-exclusive, worldwide, royalty-free and fully paid-up licence during the Term to use any Customer Content, any Connected Applications, any Customer Apps and under any other relevant Intellectual Property Rights owned or licensed by Customer, as necessary to provide, operate and make available the Anam Services to Customer in accordance with this Agreement. Furthermore, Customer acknowledges that Anam may collect and use general usage information about use of the Anam Services, to be complied into an aggregated or de-identified form, for use to: (i) enhance, develop or improve the Anam Technology; (ii) provide analytics and benchmarking services; and (iii) generate and disclose statistics regarding use of the Anam Services, provided, however, that no Customer-only statistics will be disclosed to third parties and no Customer Content will be used for this purpose.
4. Stateless. Any Inputs and Interactions to the Anam Services are processed on a ‘stateless’ or ‘zero data retention’ basis, meaning that these Inputs and Interactions are only processed on a transient basis for the limited period necessary to generate the Interaction. The only limited exception to this general rule is that, to reduce latency in the operation of the Anam Services and in Interactions with AI Personas, Anam may cache certain Inputs and Interactions as part of the text-to-speech functionality of the AI Personas to reduce the need to call to certain AI Services powering that functionality – any such cached Inputs and Interactions will be used only for the benefit of Customer and its End Users as necessary to perform this Agreement, and not for the benefit of any other person.
5. No Training. Anam will not use, and will not permit any providers of AI Services (as defined below) to use, any Customer Content to train any artificial intelligence systems or models; provided that, it is acknowledged that, where agreed in the Order Form certain Connected Data may be used as part of certain ‘retrieval augmented generation’ related processing to enhance the functionality of the Anam Services for the benefit of Customer and its End Users.
FEES
1. Payments. Customer shall pay the Fees in advance in accordance with this Section 5 and any relevant terms of the Order Form.
2. Invoicing and Payment. Anam shall issue Customer with invoices in respect of any Fees that come due and payable and Customer shall pay the amounts shown in all such invoices in full into the Anam Bank Account (or such other account as directed by Anam) within thirty (30) days of the invoice date, unless otherwise agreed in the Order Form.
3. Fees. All Fees: (a) shall be payable in the currency shown in the Order Form; (b) are non-cancellable and non-refundable unless and to the extent expressly provided otherwise in this Agreement; and (c) are exclusive of any and all taxes (including value added tax).
4. FEE CHANGES. Anam reserves the right to increase the Fees following the Initial Term, and each Renewal Term thereafter, provided that Anam will provide notification of any such increase at least forty-five (45) days in advance of the end of the Initial Term or then-current Renewal Term (as applicable).
5. Late payments. In addition to any other rights or remedies available to Anam, if Customer fails to pay any sums by the due date: (a) any portion of any sums that is not paid when due and payable will accrue interest equal to the higher of: (i) six percent (6%) per annum above the Bank of England’s base lending rate from time to time; or (ii) the default statutory rate applicable from time to time, accruing on a daily basis and being compounded quarterly, from the time the indebtedness arose, with interest on all overdue interest accruing at the same rate and calculated and payable in the same manner until fully paid, whether before or after judgment; and (b) Anam may suspend the provision of any access to the Anam Services until payment of the sums is made by Customer in full without liability to Customer or prejudice to any other rights or remedies available to Anam in the circumstances.
RESTRICTIONS

Customer shall not and shall not suffer, allow, assist or enable any other person (including Authorised Users and End Users) to: (a) use the Anam Technology, the Customer Apps, and/or any Interactions in any manner or for any purpose that is restricted by or inconsistent with this Agreement, applicable law, and/or Anam’s Acceptable Use Policy; (b) provide or otherwise make the Anam Technology available to any third parties (other than AI Persona(s) via any Customer Apps directly to its End Users); (c) use the Anam Technology, the Customer Apps, and/or any Interactions to create, market or distribute any product or service that is similar to, competitive with, or otherwise replicates or seeks to replicate any features or functionalities of, the Anam Technology (save only with respect to any Customer Apps and then only insofar as otherwise permitted under this Agreement); (d) introduce to the Anam Technology any ‘back door’, ‘drop dead device’, ‘time bomb’, ‘Trojan horse’, ‘virus’ or ‘worm’ or any other equivalent code, software routine or instructions designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation of the Anam Technology or any device, system, data or file owned or controlled by Anam or any third-party; (e) (re)create, access, inspect or derive any underlying models (including architectures, weights, (hyper)parameters, coefficients, embeddings, calibrations and algorithms (whether or not, instantiated in software code)), and/or data used to train or create those models, which are part of the Anam Technology and/or any AI Services (including as part of any so-called ‘model extraction’, ‘model inference’ or ‘model inversion’ techniques or similar); (f) modify, copy, resell, distribute, rent, lease, sub-licence, load, merge, adapt, translate, or create derivative works of, the Anam Technology save as expressly permitted under this Agreement; (g) contest, challenge or otherwise make any claim or take any action adverse to Anam’s ownership of, or interest in, the Anam Technology; (h) re-use, disseminate, copy, or otherwise use the Anam Technology in a way that infringes, misappropriates, or violates any Intellectual Property Rights or other right of Anam or any third-party; (i) engage in competitive analysis or benchmarking of the Anam Technology; (j) remove, alter or obscure any trade mark notice, copyright notice or any other proprietary notice from the Anam Technology; (k) circumvent, disable, or interfere with security-related, authentication-related, copy-protection or rate-limiting features of the Anam Technology; (l) reverse engineer, decompile, unbundle or disassemble the whole or any part of the Anam Technology, unless and to the extent unavoidably permitted by unavoidable laws of Customer’s jurisdiction for limited interoperability purposes; (m) impose an unreasonable or disproportionately large load or strain on any Anam Services; (n) share, publish or take any action in reliance upon any such Interactions without prior human intervention, review and approval; (o) enable any interaction between any End User and any AI Persona without clearly bringing to the attention of the End User the fact that such interaction is with an AI-generated persona; or (p) take any action designed or intended to do any of the foregoing. Breach of this Section 6 constitutes a ‘material breach’ of this Agreement for the purposes of Section 12.1.

WARRANTIES AND DISCLAIMERS
1. Customer Warranty. Customer warrants and represents on an ongoing basis that it has, and undertakes that it shall continue to have for the duration of this Agreement at all relevant times, all necessary rights, power, consents and authority (including from its End Users): (a) to use Customer Content, the Customer Apps (excluding the Anam Solution), Connected Data and Connected Applications as contemplated by this Agreement; and (b) to grant Anam the rights and licences set out in Section 4.3.
2. Limited Warranties. Each Party warrants and represents on an ongoing basis that it has, and undertakes that it shall continue to have for the duration of this Agreement at all relevant times, the requisite power, capacity and authority to enter into this Agreement, to perform and carry out its obligations under this Agreement. Anam warrants that, during the Term, the Anam Services will materially conform to the then-current Documentation when used in accordance with that Documentation and the provisions of this Agreement; provided that such warranty shall not apply: (a) in the event that Customer has breached this Agreement; or (b) to any defects or issues arising as a result of: (i) any modification by any person other than Anam; and/or (ii) use of any Anam Services in combination with other products, hardware, equipment, software, or data not made available by Anam.
3. DISCLAIMER. Except as expressly provided in this Agreement, the Anam Services and the Interactions are provided “as is” and to the fullest extent permitted by law, Anam disclaims all other conditions, warranties, representations, undertakings, or other terms which might have effect between the Parties with respect to the Anam Services, Documentation and/or the Interactions, or otherwise be implied or incorporated into this Agreement, whether by statute, common law, custom or otherwise, including any implied conditions, warranties, undertakings or other terms relating to satisfactory quality, accuracy, reasonable skill and care, fitness for any particular purpose, non-infringement, ability to achieve a particular result or arising from course of dealing or usage or trade. Customer acknowledges that Anam makes no commitment as to the ongoing uptime or availability of the Anam Services during the Term, nor the minimum number of concurrent conversations with AI Personas across End Users. Furthermore, Customer acknowledges that Anam does not warrant, represent, endorse, support or guarantee the completeness, truthfulness, accuracy, legality, originality, reliability, performance, appropriateness, fitness for purpose or any other attributes of any Interactions; and (b) shall not be responsible for reviewing or attempting to verify the accuracy or currency of the content of any Interactions. Customer shall be solely responsible for Customer’s, its Authorised Users’ and any End Users’ use of the Anam Services and Customer Apps, and for evaluating the fitness of any Anam Services and any Interactions for any specific use case.
THIRD-PARTY SERVICES AND CONNECTED APPLICATIONS
1. AI Services. ****Certain elements of the Anam Services may incorporate functionality of, or enable access to, certain third-party tools, systems, applications and/or platforms (including certain third-party machine learning and/or artificial intelligence systems, platforms, models, algorithms, etc.) (“AI Services”). The incorporation of the functionality of, or Customer’s ability to access, certain AI Services via the Anam Services may vary depending upon the functionalities enabled or disabled by Customer through its configuration of certain features of the Anam Services and any limitations set out in the Order Form. Customer acknowledges that by using the Anam Services (including through its configuration of relevant functionalities thereof, as and where applicable), it is instructing Anam to share any Customer Content with the relevant providers of such AI Services to the extent necessary to facilitate such functionality or access.
2. AI Services; Third-Party Terms. If and to the extent one or more of the following AI Services are used to power the Anam Services provided to Customer, Customer agrees to comply with the following terms and conditions applicable to such AI Service: (a) Open AI, Customer agrees to comply with OpenAI’s Service Terms, Sharing & Publication Policy, Usage Policies, and any other applicable guidelines or policies OpenAI may publish from time to time; (b) Anthropic, Customer agrees to comply with Anthropic’s Acceptable Use Policy; and (c) ElevenLabs, Customer agrees to comply with ElevenLabs’s Prohibited Use Policy.
3. Connected Applications. Certain elements of the Anam Services may permit or enable Customer to link or otherwise connect or integrate Customer’s Connected Applications (including its own internal or Customer-specific third-party large language model) to the Anam Services. By connecting any Connected Application to the Anam Services, Customer (a) represents and warrants that it is entitled to link or otherwise connect the Connected Application to the Anam Services; and (b) instructs Anam to access and/or share any Customer Content with the relevant providers of such Connected Applications as necessary to perform and enjoy this Agreement.
4. NO LIABILITY. Customer acknowledges that such AI Services and any Connected Applications are not under Anam’s control and Anam is not responsible for those AI Services nor Connected Applications, and Anam will have no liability for any unavailability or failure of any AI Service or Connected Application, or any third-party provider’s decision to discontinue, suspend or terminate any AI Service or Connected Application.
DATA PROTECTION

The Anam Data Processing Addendum (as amended from time to time) (the “DPA”) shall apply in accordance with its terms in relation to Anam’s Processing of Customer Personal Data on Customer’s behalf in performance of this Agreement. If and where the DPA applies in accordance with the foregoing, to the extent of any inconsistency or conflict between any provision(s) of this Agreement and any provision(s) of the DPA, the relevant provision(s) of the DPA shall govern and prevail in preference to any relevant provision(s) of this Agreement insofar as they relate to Anam’s Processing of Customer Personal Data. Any capitalised terms used in this Section 9, but not defined in this Agreement, shall have the meaning given to them in the DPA.

INDEMNITIES
1. Anam Indemnities. Subject to Sections 10.2 and 10.3, Anam shall indemnify Customer from and against Losses incurred by Customer as a result of damages and costs (including reasonable legal and professional fees and disbursements) awarded in final judgment or agreed in final settlement of any third-party claim, demand, complaint, proceeding or other action (together, “Claims”) against Customer that use of the Anam Solution as part of a Customer App within the scope of the rights granted under this Agreement, infringes, misappropriates or violates the Intellectual Property Rights of a third-party (the “Solution Usage Indemnity”). The obligations set forth in this Section 10.1 shall constitute Anam’s entire liability and Customer’s sole remedy for any actual or alleged infringement, misappropriation or violation of any Intellectual Property Rights of a third-party arising out of or in connection with this Agreement.
2. Customer obligations. Customer shall: (a) notify Anam in full, accurate and complete detail in writing promptly (and in any event within two (2) Business Days) after it becomes aware of any event or any Claim, which it believes may give rise to a claim for indemnification under Section 10.1 (an “Indemnified Claim”); (b) allow Anam sole authority to control the defence and settlement of any Indemnified Claim; (c) provide Anam with all reasonable cooperation in the defence of such Indemnified Claim; and (d) not settle or compromise any Indemnified Claim or make any admission of liability without the express prior written consent of Anam. In event of any Indemnified Claim, at its option, Anam may elect to: (x) modify or replace all or any relevant part of the Anam Solution so that it becomes non-infringing; (y) obtain any required licence(s) to use the applicable third-party Intellectual Property Rights; or (z) terminate this Agreement on written notice to Customer and refund to Customer any pre-paid Fees pro-rated to reflect the remainder of the Initial Term or then-current Renewal Term (as applicable).
3. General Indemnification Exclusions. Anam shall have no liability whatsoever to Customer under in respect of any Indemnified Claims to the extent arising directly or indirectly as a result of: (a) any breach, non-performance or any other default by Customer under of this Agreement; (b) any use of any Anam Services in combination with other products, hardware, equipment, software, data or other any text, images, audio, video, data or information not provided to Customer by Anam; (c) any modification of any Anam Services by any person other than Anam; (d) the Customer Content; (e) any Customer Apps (excluding the Anam Solution as integrated therein) or any use thereof by any person; (f) any AI Services or Connected Applications; (g) any Beta Features and/or any use during a Free Trial Period; and/or (h) any continued use of any Anam Services after: (i) Customer is told to cease such use; and/or (ii) Customer knew or ought reasonably to have known that the Anam Solution infringed, misappropriated or violated of any third-party right (including Intellectual Property Rights).
4. Customer Indemnity. Customer agrees to indemnify Anam on demand for, and hold harmless Anam from and against, any and all Losses suffered or incurred by Anam arising out of or in connection with any third-party Claim brought, made or threatened against Anam that: (a) any Customer Content, Connected Applications, Customer Apps (excluding the Anam Solution as integrated therein), and any other relevant Intellectual Property Rights owned or licensed by Customer infringes, misappropriates or violates the rights (including Intellectual Property Rights) of any third-party; or (b) Customer’s breach of this Agreement (the “Customer Indemnity”).
LIMITATION OF LIABILITY
1. Unlimited Liability. Nothing in this Agreement limits or excludes the liability of either Party: (a) for death or personal injury caused by its negligence; (b) for fraud or fraudulent misrepresentation; (c) under the Solution Usage Indemnity and the Customer Indemnity; (d) for any other act, omission, or liability which may not be limited or excluded by applicable law; or (e) in respect of Customer, Customer’s liability to pay Anam any sums due and payable under this Agreement.
2. EXCLUSIONS. Subject only to Section 11.1, Anam shall not in any circumstances be liable to Customer whether in contract, tort (including for negligence), breach of statutory duty (howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for: (a) any (i) loss, damage or liability (in each case whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill, anticipated savings or wasted expenditure (including management time); or (ii) special, indirect or consequential loss or damage whatsoever, in each case (i) and (ii) however arising under or in connection with this Agreement and even if Anam was aware of the possibility that such loss or damage might be incurred; or (b) any loss, damage or liability (in each case whether direct or indirect) arising as a result of (i) Customer’s or any third-party’s use or reliance upon any Interaction; (ii) any loss or corruption of data or information; (iii) any breach, non-performance or any other default by Customer under this Agreement; (iv) any failure by Customer to comply with any applicable law, regulation or applicable code of practice;
3. LIABILITY CAP. Subject to Section 11.1 and 11.2, Anam’s total aggregate liability to Customer in respect of any and all Claims (whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise) arising in connection with the performance or contemplated performance of this Agreement shall under no circumstances exceed one hundred per cent (100%) of the Fees paid by Customer under this Agreement in the twelve (12) months immediately preceding the first event (or first event in any series of connected events) giving rise to a Claim against Anam, provided that, the existence of more than one Claim or event (or series of connected events) from which liability arises shall not enlarge the limits set out in this Section 11.3.
TERM AND TERMINATION
1. Commencement and duration. Unless terminated earlier pursuant to the terms of Section 12.2, this Agreement shall: (a) commence on the effective date of this Agreement, continue for any Free Trial Period and/or Evaluation Period (if any) and the Initial Term; and (b) automatically renew for further successive Renewal Terms at the end of the Initial Term and at the end of each Renewal Term unless either Party gives written notice to the other Party not later than thirty (30) days before the end of the Initial Term or then-current Renewal Term to terminate this Agreement upon the expiry of the Initial Term or then-current Renewal Term.
2. Termination. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if the other Party: (a) commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so; or (b) becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, suffers the presentation of any petition, the making of any order shall or the passing of any resolution for its winding up (except for the purposes of a bona fide solvent amalgamation or reconstruction), bankruptcy or dissolution, otherwise proposes or enters into any composition or arrangement with its creditors or any class of them, ceases to carry on business or claims the benefit of any statutory moratorium, or undergoes any similar or equivalent process in any jurisdiction. The Parties acknowledge and agree that failure by Customer to pay any Fees when due shall constitute a ‘material breach’ for the purposes of Section 12.2(a).