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Software terms of Service

THESE TERMS AND CONDITIONS, TOGETHER WITH THE DATA PROCESSING ADDENDUM (EACH AS DEFINED IN THESE TERMS AND CONDITIONS), CONSTITUTE A LEGALLY BINDING AGREEMENT ("Agreement") BETWEEN YOU (OR, IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A CORPORATION, THAT CORPORATION) ("You" or "Your") AND SERENDIPITY AI LIMITED A COMPANY INCORPORATED IN ENGLAND AND WALES UNDER COMPANY NO. 10750630 HAVING ITS REGISTERED OFFICE AT 4 OVAL ROAD, LONDON, UNITED KINGDOM, NW1 7EB ("We", "Us", or "Our"). BY COMPLETING THE SIGN-UP PROCESS VIA OUR WEBSITE, CLICKING 'ACCEPT', TICKING A BOX INDICATING ACCEPTANCE, OR OTHERWISE ACCESSING, DOWNLOADING, OR USING THE SERVICES, YOU: (i) REPRESENT AND WARRANT THAT, IF YOU ARE ACTING AS A STAFF MEMBER OR REPRESENTATIVE OF AN ORGANISATION, YOU HAVE THE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ORGANISATION; AND (ii) AGREE TO BIND THAT ORGANISATION (OR, IF YOU ARE NOT ACTING ON BEHALF OF AN ORGANISATION, YOU AGREE TO BE BOUND) TO THIS AGREEMENT. IN CONSIDERATION OF THE COVENANTS AND OBLIGATIONS CONTAINED IN THESE TERMS AND CONDITIONS, THE FOLLOWING IS AGREED:


1. Definitions and Interpretation.


1.1. In this Agreement, unless expressly stated otherwise, capitalised expressions will bear the meanings given to them where they are first defined in this Agreement or as stated below:


  • "Affiliate" any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the relevant subject entity.

  • "Authorised User" a member of Your organisation's direct employees or internal staff duly authorised by You to use and access the Software subject to and in accordance with this Agreement.

  • "Authorised User Limit" the limitation on the number of Authorised Users set forth in the Order Confirmation.

  • "Basic Plan" the plan under which access to the Software is granted on a Trial Basis in accordance with the usage requirements notified to You by Us.

  • "Confidential Information" subject to Section ‎11.2, the following information (in each case whether or not marked as 'confidential', on whatever media stored, and whether in oral, written, or electronic form): (i) the terms of this Agreement (including, for clarity, the DPA); (ii) information regarding either party's Intellectual Property Rights, technology, assets, products, development plans, strategies, methods, operations, processes, staff, revenue, financial data, marketing strategies, and current and future business plans; (iii) Your Data (but, for clarity, not including any Derived Data); and (iv) information whose disclosure would, or would be likely to, prejudice the commercial interests of the Disclosing Party.

  • "Contract Year" a period of twelve (12) consecutive months falling during the term of this Agreement and commencing on the Effective Date, or, as applicable, on a subsequent anniversary thereof.

  • "Control" the beneficial ownership of more than 50% of the relevant subject entity's issued share capital or voting interests, or the legal power to direct or cause the direction of the management of such subject entity.

  • "Data Protection Legislation" as defined in the DPA.

  • "Dependencies" the dependencies and minimum requirements that You must ensure You fulfil in order to access and use the Software, as stated on Our website or as otherwise notified by Us to You from time to time.

  • "Derived Data" in each case except to the extent that it comprises Personal Data or Your Confidential Information, any data, analytics, or analysis derived from Your Data or derived from any Result or output of the Software, including any data processed and stored as mathematical constructs, as well as any statistical or aggregated and anonymised data and any usage patterns, trends, learnings, or learned behaviours derived from the application of Generative AI to Your Data.

  • "Disclosing Party" as defined in Section ‎11.1.

  • "DPA" the data processing addendum available at https://syntheticdocs.ai/dpa, and which constitutes part of this Agreement.

  • "Effective Date" means the date You receive Order Confirmation.

  • "Fees" the fees identified as the 'Fees' in the relevant Order Confirmation (as amended from time to time in accordance with these provisions) payable by You to Us in consideration of Your use of and access to the Software.

  • "Generative AI" any services, features, or functionality (incorporated from time to time within the Software or provided by Us to You in connection with Your or Your Authorised Users' use of and/or access to the Software) that constitute generative artificial intelligence, including but not limited to GPT-4.

  • "GPT-4" the fourth iteration of OpenAI's generative pre-trained transformer.

  • "Improvements" as defined in Section ‎6.6.

  • "Initial Term" a period of twelve (12) consecutive months commencing upon the Effective Date.

  • "Inputs" any inputs, prompts, documents, or information entered by You or any Authorised Users into any part of the Generative AI and the Software.

  • "Intellectual Property Rights" any and all patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks, service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software or source code, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

  • "Intended Termination Date" as defined in Section ‎5.4.

  • "Losses" any and all losses, liabilities, costs (including costs of investigation, litigation, settlement, and judgment), claims, damages, demands, disbursements, expenses (including legal costs on a solicitor and own-client basis), fees, interest, and penalties (including fines imposed by regulatory bodies or supervisory authorities), whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise.

  • "OpenAI" collectively: (i) OpenAI OpCo, LLC, a corporation organised under the laws of Delaware, United States, and whose principal place of business is at 3180 18th Street, Suite 100, San Francisco, California 94104, United States; and (ii) the Affiliates thereof.

  • "Open-Source Software" any software subject to a version of the General Public License, together with any other 'open source' software falling within the Open Source Definition issued by the Open Source Initiative (www.opensource.org/docs/osd) and any 'free software' as defined by the Free Software Foundation (www.gnu.org/philosophy/free-sw.html).

  • "Order Confirmation" an e-mail which is sent by Us to You after You have placed an order, confirming: (i) that Your purchase of a subscription to access and use the Software has been accepted by Us; (ii) and the Fees (if applicable) payable by You for the services; and (iii) the applicable term.

  • "Payment Method" a current and valid method of payment that We accept from to time (as stated on Our website and as updated from time to time by Us), and which may include payment via a third-party payment processor such as Stripe.

  • "Personal Data" as defined in the DPA.

  • "Personal Data Breach" as defined in the DPA.

  • "Processor" as defined in the DPA.

  • "Receiving Party" as defined in Section ‎11.1.

  • "Renewal Term" either: (i) where Your subscription to the Software is on an annual basis, a period of twelve (12) consecutive months commencing immediately upon the expiration of (as applicable) the Initial Term or the Renewal Term that immediately preceded it; or (ii) where Your subscription to the Software is on a monthly basis, a further Subscription Month commencing immediately upon the expiration of (as applicable) the Initial Term or the Renewal Term that immediately preceded it.

  • "Result" any and all: (i) information or results of use generated or produced by the in response to information that is entered, submitted, or input into the Software pursuant to Your or Your Authorised Users' access to and use of the Software; or (ii) recommendations, suggestions, corrections or modifications, outputs, results, or other information generated by the Generative AI in response to an Input and made available to You or Your Authorised Users as a result of Your or Your Authorised Users' access to and use of the Software.

  • "Software" Our proprietary software product known at the date hereof as 'Syntheticdocs' and which is made available to You subject to and in accordance with the terms of this Agreement, and which will be deemed to include any Generative AI provided to You hereunder.

  • "Specification" the specification of the Software as stated at the date of this Agreement at: https://syntheticdocs.ai

  • "Subscription Month" as defined in Section ‎4.2.

  • "Subscription Year" as defined in Section 4.2.

  • "Third-Party Products" any and all third-party applications, integrations, systems, software, or services used or accessed by You or Authorised Users that: (i) are not supplied or owned by Us; and (ii) interoperate with the Software, including without limitation OpenAI models, including GPT-3.5 and GPT-4, Microsoft Azure hosted OpenAI models, Outseta.

  • "Trial Basis" the provision of the Software to You free of charge in order for You to access and use the Software during the Trial Period.

  • "Trial Period" means the period of Our Basic Plan commencing on the date of the Order Confirmation until You have met the usage requirements set out in the Basic Plan

  • "Update" as defined in Section ‎14.2.

  • "Update Notification" as defined in Section ‎14.1."Your Data" any and all: (i) raw content entered or input by You, Your staff, or any Authorised Users into the Software (including without limitation any and all Inputs); and (ii) other raw commercial or proprietary data uploaded or otherwise submitted to the Software directly by You, Your staff or any Authorised Users, or by Us on Your behalf, including any data submitted into (or used in connection with) the Software indirectly via any third-party application that You may use in accordance with this Agreement.


1.2. Unless the context requires otherwise, words in the singular will include the plural and vice versa, and words importing individuals will be deemed also to include reference to incorporated and unincorporated associations and vice versa.


1.3. Headings are included for ease of reference only and will not affect the construction of this Agreement.


1.4. A reference to this "Agreement" is to these terms and conditions (as varied from time to time in accordance with this Agreement), and the DPA.A reference to a "Section" is a reference to a (sub)clause of these terms and conditions.


1.5. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, consolidation, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.


1.6. Words preceding "include", "includes", or "including" will be construed without limitation by the words that follow.


1.7. Any reference a party in this Agreement will include such party's successors and assigns (immediate or otherwise).


2. Your access to and use of the Software.


2.1. Subject always to Your full compliance with the terms of this Agreement, and in consideration of the Fees, We grant to You (or, if You are an organisation, for the Authorised Users) (subject to the limitations stipulated in Section 2.2) a non-exclusive, non-transferable, non-sublicensable, and revocable right to use and access the Software as a service.


2.2. The rights and/or licences granted under Section 2.1 will be effective and valid solely and strictly: (i) during the term of this Agreement; and (ii) for internal business purposes only (and not, for clarity, for any domestic or personal use).


2.3. You will ensure compliance with the Authorised User Limit, (if applicable) and any other usage restrictions, limitations, and conditions communicated to You from time to time and You agree that We may at Our discretion monitor such compliance from time to time. You may remove one individual as an Authorised User and replace them with another individual in accordance with the terms of this Agreement, but Authorised User accounts may not be shared or used by more than one individual at the same time for the purposes of accessing and/or using the Software. You will keep full, comprehensive, and accurate records during the term of this Agreement and for a period of six (6) calendar years thereafter to demonstrate Your compliance with this Section 2.3 and You will provide such records to Us promptly upon Our request. You will notify Us in writing as soon as You become aware of any unauthorised use of the Software by any person. Without prejudice to any other right or remedy available to Us, in the event that You are in breach of this Section 2.3, then: (i) to the fullest extent permitted by applicable law, any and all warranties given in this Agreement will cease to apply to any Software or services provided to You under or pursuant to this Agreement for the period during which You are in breach of this Section 2.3; and (ii) You will be liable to pay for the number of Authorised Users above the Authorised User Limit for the relevant period during which such breach occurred in accordance with Our then-current standard pricing.


2.4. If You are an organisation, You will: (i) be liable for all acts, defaults, and omissions of Your Affiliates and the Authorised Users as though they were Your own; (ii) only provide Authorised Users with access to the Software via the access method provided by Us, and will not provide access to (or permit access by) anyone other than an Authorised User; and (iii) procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on You under this Agreement as though they applied directly to such Authorised User.


2.5. We will comply with any applicable user authentication requirements for the access to and use of the Software, but have no obligation to verify the identity of any person who gains access to the Software by means of an access ID. You will immediately take all necessary steps (including without limitation by giving to Us immediate written notice) to effect the termination of any relevant access ID pertaining to an Authorised User to the extent that there is any compromise in the security of such access ID or if unauthorised access or use is suspected or has occurred.


2.6. To access and use the Software, You (or, where You are an organisation, the Authorised Users) must ensure that any minimum user requirements or conditions stated within the Dependencies and/or the Specification are fulfilled. Subject to Section ‎10.1, We will not be liable for any Losses suffered or incurred by You or any Authorised Users arising directly or indirectly out of any failure by You to provide the required Dependencies or out of Your failure to meet any requirements or conditions set out in the Specification.


2.7. You will be fully responsible for Authorised Users' compliance with this Agreement. Installation of the Software, if applicable, will take place remotely.


2.8. Where You are provided with access to the Software or its functionality via an application programming interface (API) or a plugin, You acknowledge and understand that You are solely and fully responsible for ensuring that the API is compatible with Your existing network and systems. You are solely responsible for ensuring that Your systems and environment conform with any relevant minimum requirements stated within the Specification and Dependencies.


2.9. You acknowledge and accept that certain Third-Party Products may be distributed within the Software including, but not limited to, OpenAI GPT-3.5 and OpenAI GPT-4 services. Your and Your Authorised Users' use of such Third-Party Products is subject to the terms and conditions stipulated by the relevant third parties responsible for such Third-Party Products. If You do not agree to comply with those terms and conditions, You may not (and Your Authorised Users may not) use such Third-Party Products and, in such circumstances, You acknowledge and accept that the performance of Our obligations hereunder may be impacted. Subject to Section ‎10.1, and to the fullest extent permitted under applicable law, We will have no liability to You for Your or any Authorised Users' use of the Third-Party Products (including without limitation their security, availability, operation, functionality, or interoperability) issues arising out of or in connection with such impacted performance as a result of Your non-acceptance of the terms applicable to Third-Party Products.


2.10. We provide no warranty, representation or guarantee that the Software will always be available at any particular time. You acknowledge and accept that Your or any Authorised User's excessive use of the Software may cause it to become temporarily unavailable.


3. Artificial intelligence functionalities.


3.1. You acknowledge and accept that by accessing or using the Software, You are interacting with technologies which are powered by or based on artificial intelligence that are designed to provide You with Results.


3.2. You will use (and ensure that Your Authorised Users use) the Software responsibly, considering the limitations of its abilities when relying on it for any purpose. The Results may not (and We provide no guarantee, representation, or warranty that the Results will) be fully accurate or complete.


3.3. You acknowledge that artificial-intelligence functionalities in the Software may evolve over time in response to the information You input into it. Given the probabilistic nature of artificial intelligence, We provide no warranty, guarantee, or representation that the Result will be reliable, or fit for Your particular purpose. You acknowledge and understand that there is no human involvement in the generation of any outputs or Results to check their accuracy, quality, or fitness for any particular use, reliance, or consumption. Results are intended for general guidance only and You will not (and will ensure that no Authorised User will) rely on any such information as a substitute for professional advice.


3.4. You will not (and will ensure that no Authorised User will): (i) represent any output or Result as having been approved or vetted by Us or as constituting an original work or a wholly human-generated work; or (ii) use the Software for any automated decision-making that has legal or similarly significant effects on individuals.


4. Fees and payment.


4.1. You will pay to Us the Fees (and any other charges agreed between You and Us) set out in the Order Confirmation in accordance with this Section ‎4, without set-off in respect of any liability.


4.2. The Software will be provided or made available to You on either an annual or monthly subscription basis, as stated in such Order Confirmation. If Your subscription is: (i) on a monthly basis, We will charge the Payment Method for the Fees in advance of each month of Your subscription ("Subscription Month"); or (ii) on an annual basis, We will charge the Payment Method for the Fees in advance of each twelve-month (12-month) period of Your subscription ("Subscription Year").


4.3. If We have not received payment by the relevant due date of any sum due to Us under an invoice submitted by Us to You pursuant to this Agreement, then (without prejudice to any other rights and remedies available to Us), We may without liability: (i) charge interest to You (at the rate of either 1.5% per month or the maximum rate permitted under applicable law, whichever is greater) on the overdue sum from the due date until payment of the overdue sum (and such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment, and You will pay the interest together with the overdue amount); and/or (ii) suspend all or part of Our performance of Our obligations hereunder until such payment has been received by Us in full and cleared funds and disable Your (and any and all Authorised Users' access to all or part of the Software until such payment is received by Us in full and cleared funds).


4.4. The Fees and any other charges payable by You to Us under or in connection with this Agreement are payable in the currency detailed in the Order Confirmation and (except as expressly stated herein) are: (i) non-cancellable and non-refundable; and (ii) exclusive of any applicable value-added tax (VAT), sales tax, good or services tax, use tax, or any equivalent tax, which will be added to Our invoices at the appropriate rate(s).


4.5. You will make all payments under this Agreement without withholding or deduction of, or in respect of, any taxes, unless required by law. If any such withholding or deduction is required, You will, when making the payment to which the withholding or deduction relates, pay to Us such additional amount as will ensure that We receive the same total amount that We would have received if no such withholding or deduction had been required.


4.6. You will make payment of any Fees via the Payment Method, which You hereby authorise Us to charge in accordance with this Agreement. We may refuse to perform Our obligations under this Agreement if any payment due hereunder is not fully and successfully settled due to card expiration, insufficient funds, or otherwise. To the extent that Your payment to Us is not in the currency specified in the Order Confirmation, You will be solely responsible for incurring any and all foreign transaction fees or other fees that may be charged to You. You may have to accept the terms and conditions of the issuer of such payment method or of the relevant third-party payment processor used to effect the relevant payment.


4.7. We will be entitled to increase the Fees payable by You hereunder in respect of the next Contract Year, provided that: (i) the Fees will not be increased more than once in any Contract Year; and (ii) We notify You in writing of such increase at least forty-five (45) calendar days prior to the commencement of the next Contract Year.


4.8. If this Agreement terminates or expires (other than due to termination by You pursuant to and in accordance with Section ‎5.2), You will not be entitled to any refund or discount of any Fees or other charges paid by You in respect of any period of time during which the Software (or any services provided by Us hereunder) is not made available to You.


5. Term and termination.


5.1. This Agreement will commence on the earlier of: (i) the Effective Date; or (ii) if the Order Confirmation stipulates that the Software will initially be provided on a Trial Basis, the start of the Trial Period. Unless terminated earlier in accordance with its provisions, this Agreement will continue in full force and effect throughout the Initial Term. Immediately upon the expiration of the Initial Term, this Agreement will (subject to earlier termination in accordance with its provisions) automatically renew without notice for a Renewal Term and will continue to be effective throughout such Renewal Term. Immediately upon the expiration of each Renewal Term, this Agreement will (subject to earlier termination in accordance with its provisions) automatically renew without notice for a further Renewal Term and will continue to be effective throughout such further Renewal Term.


5.2. Without affecting any other right or remedy available to it, either party hereto may terminate this Agreement with immediate effect by giving written notice to the other party if: (i) the other party commits a material breach of any other term of this Agreement, which breach is irremediable, or, if such breach is remediable, fails to remedy that breach within a period of twenty-eight (28) calendar days after being notified in writing to do so (and, without prejudice to the generality of the foregoing, any breach of Sections 2.2, 2.3, 4, 7, 11.5, or 14.1will constitute a material breach for the purposes of this Section 5.2); (ii) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; (iii) the other party takes any step or action for or in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business, or applying to court for or obtaining a moratorium (or in connection with any analogous procedure in the relevant jurisdiction); or (iv) the other party suspends or ceases carrying on all or a substantial part of its business.


5.3. Subject to Section 4.8, where Your subscription to the Software is (pursuant to Section 4.2) on a monthly basis, either You or We may terminate this Agreement without cause by way of giving written notice to the other party. You may also terminate this Agreement without cause by going into your account and clicking "Cancel Subscription" (or such other wording that may appear from time to time in respect of cancellation). In each case, provided always that termination of this Agreement pursuant to such notice will not take effect before the expiration of the Subscription Month immediately following the then-current Subscription Month during which such notice is given.


5.4. Subject to Section 4.8, where Your subscription to the Software is (pursuant to Section 4.2) on an annual basis, either You or We may terminate this Agreement without cause by giving written notice to the other party, provided always that: (i) termination of this Agreement pursuant to such notice will take effect upon the date of expiration of the Initial Term or, as applicable, the then-current Renewal Term (the "Intended Termination Date"); and (ii) such notice is deemed to be received by the non-terminating party, in accordance with Section 13, at least thirty (30) calendar days before the Intended Termination Date.


5.5. Without affecting any other right or remedy available to Us, We may terminate this Agreement with immediate effect by giving written notice to You if: (i) You fail to pay any amount due hereunder on the due date for payment; (ii) You are in breach of Your obligations under Section 7; (iii) Your financial position deteriorates to such an extent that, in Our reasonable opinion, Your capability of fulfilling Your obligations under this Agreement adequately has been placed in jeopardy; or (iv) You undergo, or are within the next six (6) months to undergo, a change of ownership or Control.


5.6. Immediately upon termination or expiration of this Agreement (howsoever caused): (i) any and all rights, permissions, authorisations, and licences granted by Us to You hereunder (including without limitation those granted under Section 2.1) will cease to have effect and will immediately terminate without notice (and, accordingly, You will cease to access or make any use of the Software pursuant hereto); (ii) the licence granted by You to Us in Section 6.4 will cease to have effect and will immediately terminate without notice; (iii) We will cease to provide and make available to You the Software and any and all services that We have agreed to provide under or in connection with this Agreement; (iv) each Disclosing Party will destroy and irretrievably and securely erase and delete any and all materials (including without limitation any electronic copies in such Disclosing Party's possession, custody, or control) containing the Confidential Information of the Receiving Party, unless it requires such Confidential Information in order to perform its obligations or exercise its rights hereunder that may survive such termination or expiration; (v) any provision hereof that expressly or by implication is intended to come into or continue in force on or after such termination or expiration will survive and continue in full force and effect; and (vi) You will irretrievably and securely erase (and, if applicable, remove and uninstall) any and all copies of the Software (and any related components and any documentation in relation thereto provided or made available by Us) from all computers, devices, networks, and systems under Your possession, custody, or control, and You will certify promptly to Us in writing that You have done so.


5.7. Termination or expiration of this Agreement will not affect any rights, remedies, obligations, or liabilities of either party that have accrued up to the date of such termination or expiration, including the right to claim damages in respect of any breach of this Agreement that existed at or before the date of such termination or expiration. Without prejudice to the generality of the foregoing, such termination or expiration will not affect Our right to receive any sums due and payable by You hereunder.


6. Proprietary rights.


6.1. You acknowledge and agree that all rights (including without limitation Intellectual Property Rights), title, and interest in and to the Software (but not in any Third-Party Products integrated within it) are owned by and will remain owned by Us (or, as applicable, Our licensors). Except as expressly specified herein, You are granted no right, title, interest, or licence under this Agreement, directly or indirectly, in or to any part of the Software.


6.2. You retain all rights, title, and interest in and to Your Data and Confidential Information. You will own all rights, title, and interest in any output or Result.


6.3. You and the Authorised Users may be able to store or transmit Your Data using the Software and the Software may interact with Your own systems and third-party software used by You and the Authorised Users.


6.4. You hereby grant to Us (solely for the duration of the term of this Agreement) a nonexclusive, worldwide, irrevocable, royalty-free, and fully paid-up licence for Us (and each of Our direct and indirect subcontractors) to access, use, analyse, scan, process, copy, store, reproduce, publish, and publicly display (to show Your Data to You), modify, and create derivative works of (for example, by way of autocorrections) and otherwise utilise Your Data to the extent necessary to: (i) perform Our obligations and/or exercise Our rights under this Agreement; (ii) operate, troubleshoot, debug, and improve Our products and services (for example, Your acceptance or rejection of suggestions may help to train Generative AI components of the Software); (iii) protect the Software and the Generative AI (for example, by way of analysis of usage patterns to prevent abuse); and (iv) provide to You and the Authorised Users a customised experience (for example, by way of creating personalised suggestions).


6.5. Without prejudice to Our obligations under Section 11, You additionally grant to Us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, and fully paid-up licence for Us (and each of Our direct and indirect subcontractors) to access, use, analyse, scan, process, copy, and otherwise utilise the Results in order to perform Our obligations and/or exercise Our rights under this Agreement.


6.6. We will absolutely own any and all rights and title (which will vest automatically in Us) in and to any modifications, adaptations, developments, or any derivative works of or to the Software resulting from Your or any Authorised User's use of or access to the Software ("Improvements") and in and to the Derived Data. If, by operation of law or otherwise, the foregoing is not effective, We will have all exclusive rights of use and exploitation in the Improvements and the Derived Data unlimited as to time, territory, and exploitation method and without charge to Us or further compensation to You or any third party.

6.7. We may use and exploit any such feedback and suggestions for improvement relating to the Software that You or any Authorised Users provide to Us without charge or limitation. You and We both acknowledge and agree that We may, without charge or limitation, use any Result or other outputs to improve or enhance the Software, subject to Our compliance with Sections 11 and 12.


6.8. We will, subject to Section 6.10, defend You against any third-party claim that Your use of the Software in accordance with this Agreement infringes any third-party Intellectual Property Right and, subject always to Section 10.3, We will indemnify You from and against any damages suffered or incurred by You and which are finally awarded by a court of competent jurisdiction or required to be paid under the terms of a settlement of any such third-party claim, provided that: (i) We are given prompt written notice of such claim by You, which notice will set forth all relevant details and particulars of such claim in reasonably comprehensive detail; (ii) You provide Us (at Our reasonable expense) with reasonable co-operation and assistance in the defence and settlement of such claim; (iii) We are given sole authority to defend or settle such claim; (iv) You and Your staff and representatives make no admission of liability or fault either on Your or Our behalf; (v) You use Your best efforts to mitigate such damages (and any other related Losses); and (vi) in the event We undertake any of the remedial actions described in Section 6.9, You will (and will ensure that all Authorised Users will), immediately upon Us taking such action, cease to use any part of the Software that is the subject of the relevant third-party claim.


6.9. In the defence or settlement of any claim pursuant to Section 6.8, We may at Our sole and absolute discretion (and Our own expense) either: (i) procure for You the right to continue using the Software in the manner contemplated by this Agreement; or (ii) replace or modify the Software so that it becomes non-infringing. Alternatively, where the foregoing remedies stipulated in subsections (i) and (ii) of this Section 6.9 are not achievable through Our commercially reasonable efforts, We may in such circumstances terminate this Agreement by providing written notice to You (such notice having immediate effect) and promptly refund to You a pro-rated portion of any Fees already paid by You to Us corresponding to the unused period of Your subscription.


6.10. Subject to Section ‎10.1, We will not in any circumstances have any liability (including in respect of the indemnity provided under Section 6.8) if the alleged infringement is based in whole or in part on: (i) any modification of the Software or any services (or any part thereof) by anyone other than Us; (ii) Your or any Authorised User's use, access, or installation of the Software (a) otherwise than in accordance with this Agreement, (b) in a manner contrary to the reasonable instructions given to You by Us, or (c) during the Trial Period; (iii) Your or any Authorised User's access or use of the Software after notice of the alleged or actual infringement from Us or any third party; (iv) use or combination of the Software with any other software or hardware, in circumstances where, but for such combination, no infringement would have occurred; (v) Your Data; (vi) any breach of this Agreement by You or Your deliberate default, negligence or gross negligence, or wilful misconduct; (vii) access or use of the Software by anyone other than You, Us, or an Authorised User; (viii) any specific feature or modification to the Software provided by Us at Your request; (ix) any third-party elements of the Software constituting Open-Source Software or Third-Party Product; or (x) any infringing or allegedly infringing output or Result where: (A) You (or Your Authorised Users) knew or ought reasonably to have known it was infringing; (B) such output or Result would not have been generated or displayed had You or any Authorised User not disabled, ignored, or used any relevant citation, filtering, or safety feature or restriction provided; (C) such output or Result was modified, transformed, or used in combination with products or services not provided by Us; (D) the relevant claim alleges violation of trademark or related rights by the use of such output or Result in commerce; or (E) this is from content from a third-party offering.


6.11. Subject to Section ‎10.1, the provisions of Sections 6.8 to 6.10 inclusive state Your sole and exclusive remedies (howsoever arising, including in contract, tort, negligence or otherwise) for any claim that Your (or any Authorised User's) access or use of the Software in accordance with this Agreement infringes any third-party Intellectual Property Rights.


6.12. You will defend Us and hold Us harmless against, and fully indemnify Us (and keep Us fully indemnified) from and against any and all Losses that We incur or suffer in respect of any third-party claim relating to: (i) Your Data (or Our access, use, analysis, scanning, processing, copying, or other utilisation thereof pursuant to Section 6.4); or (ii) any breach by You of Sections 2, 6, or 7, provided that: (A) You are given prompt notice of such claim; (B) We provide (at Your expense) reasonable co-operation to You in the defence and settlement of such claim; (C) You are given sole authority to defend or settle the claim; (D) We make no admission of liability or fault either on Your or Our behalf; and (E) such Losses do not directly result from Our wilful misconduct.


7. Restrictions.


7.1. You will not (and will ensure that Your staff and each Authorised User will not): (i) attempt to reverse-compile, disassemble, reverse-engineer, translate or convert, reduce to human-perceivable form, or otherwise attempt to discover all or any part of the Software (including its object code, source code, underlying structure, or algorithms), except as may be allowed by any applicable law which is incapable of exclusion by agreement between You and Us; (ii) license, sell, resell, transfer, rent, lease, distribute, exploit, or otherwise or otherwise deal in or encumber the Software or make the Software available to anyone other than You or the Authorised Users; (iii) use any part of the Software to store or transmit material or content that is infringing, defamatory, malicious, abusive, pornographic, obscene, discriminatory, threatening, liable to incite or facilitate racial hatred, human trafficking, or acts of terrorism, or otherwise unlawful, illegal, or tortious, or to store or transmit material in violation of third-party privacy rights or Intellectual Property Rights; (iv) use the Software to send spam or otherwise duplicative or unsolicited messages in violation of applicable law; or (v) copy, modify, transmit, distribute, frame, or mirror any Software in any form or media or by any means; (vi) use the Software to store or transmit malicious code, malware, or viruses, or use the Software in any way that is unlawful, illegal, or fraudulent; (vii) interfere with, damage, or disrupt the integrity or performance of the Software or third-party data; (viii) attempt to gain or assist third parties to gain unauthorised access to the Software or Our (or Our Affiliates') systems or networks; (ix) access the Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; (x) permit any part of the Software to be integrated with any Third-Party Product without Our express prior written consent (such consent being at Our sole and absolute discretion); (xi) use, copy, modify, adapt, correct errors, or create derivative works from, any part of the Software except as expressly permitted herein; (xii) attempt to circumvent or interfere with any security features of the Software; (xiii) use the Software or any Results to build an application or product that is competitive with any part of the Software; (xiv) remove, deface, obscure or alter any proprietary notices, branding, or labels from the Software; or (xiv) use the Software or any content, data, Result, or other information received or derived from the Software, to create, train, test, or otherwise improve any machine-learning algorithms or artificial-intelligence system.


7.2. You will not (and will ensure that Your staff and each Authorised User will not): (i) mislead any third party that any Result was solely human-generated; (ii) use the Software in any way that does or is likely to infringe, violate, or misappropriate Our or any third party's rights; (iii) use the Software (or any Generative AI component thereof) to develop any competing foundation or large language model; or (iv) use or rely solely on any Result relating to any natural person for any purpose that could reasonably be expected to have a legal or material impact on such person, including (but not limited) with regard to such person's (a) fundamental rights (including but not limited to such person's privacy or freedom of expression); (b) credit score or rating; (c) access to housing, insurance, justice, or legal or medical services; or (d) educational, professional, or employment opportunities.


8. Warranties and disclaimers


8.1. You and We each both warrant: (i) to have full right, title, and authority to enter into this Agreement and to perform the relevant obligations thereunder; and (ii) to be validly incorporated, organised, and subsisting in accordance with the laws of the relevant place of incorporation.


8.2. Subject to Section 8.3, We warrant the Software will operate materially in accordance with the Specification when You (and the Authorised Users) use it fully in accordance with this Agreement and Our reasonable instructions and under normal use and circumstances during the term hereof.


8.3. To the extent that the Software is provided to You as an on-premises solution and not as a service via the cloud, the warranty contained in Section 8.2 will be limited to the first ninety (90) calendar days of the term hereof. You acknowledge and accept that the warranty contained in Section 8.2 will not apply if: (i) You do not promptly notify Us of any non-conformance of the Software with the description thereof provided by Us to You at the date of this Agreement; (ii) You (or any Authorised User) fail to access or use the Software in accordance with Our reasonable instructions or fails to meet the minimum specifications communicated by Us to You as at the date of this Agreement; (iii) You (or any Authorised User) accesses or uses the Software (or any part thereof) in a manner that breaches this Agreement; (iv) You (or any Authorised User) uses the Software (or any part thereof) with other software or services or on equipment with which it is incompatible (unless We had beforehand and in writing recommended or required the use of that other software or service or equipment); (v) the relevant non-conformance is the result of any act by any third party (including without limitation hacking or the introduction of any virus or malicious code); (vi) You do not, or an Authorised User does not, implement any update to (or install a new version of) the Software made available by Us at no charge to You promptly upon Us making such updates available to You; or (vii) You (or any Authorised Users) are not using the latest version of the Software. You acknowledge and accept that the warranty contained in Section 8.2 will not apply in respect of any access or use of the Software on a Trial Basis.


8.4. In the event of any breach of the warranty contained in Section 8.2, We will at Our sole and absolute discretion either: (i) use commercially reasonable efforts to repair or replace the defective part(s) of the Software within a reasonable time to enable performance and operation of the Software substantially in accordance with this Agreement; or (ii) irrespective of whether or not We have first attempted to repair or replace such defective part(s) of the Software, terminate this Agreement by way of written notice to You (such notice having immediate effect) and promptly following such termination refund to You a pro-rated portion of the Fees already paid by You to Us corresponding to the period comprising both the duration of the relevant breach of warranty and any unused period of Your subscription to the Software. Notwithstanding anything to the contrary in this Agreement, and to the fullest extent permitted by applicable law, the remedies set forth in this Section 8.4 will be Your sole and exclusive remedies (and Our entire liability) in respect of any breach of the warranty contained in Section 8.2 (however arising, whether in contract, negligence, or otherwise).


8.5. SAVE AS EXPRESSLY STATED IN SECTION 8.2, THE SOFTWARE, IS PROVIDED TO YOU ON AN "AS IS" BASIS, AND (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION ‎10.1), WE MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES RELATING TO THE SOFTWARE AND/OR, THE GENERATIVE AIAND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THAT ANY PARTICULAR RESULT WILL BE ATTAINED AT ALL OR BY A PARTICULAR DATE. NO ADVICE OR INFORMATION (WHETHER ORAL OR WRITTEN) OBTAINED FROM US (INCUDING WITHOUT LIMITATION ANY PRODUCTIVITY INFORMATION) OR ANY THIRD PARTY WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.


8.6. WITHOUT PREJUDICE TO SECTION 8.5, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT REPRESENT OR WARRANT THAT: (i) YOUR USE OF THE SOFTWARE WILL MEET YOUR REQUIREMENTS; OR THAT (ii) YOUR USE OF OR ACCESS TO THE SOFTWARE DURING THE PREVIEW PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, DEFECTS, OR BUGS OR THAT ANY ERRORS, DEFECTS, OR BUGS WILL BE CORRECTED.

8.7. WITHOUT PREJUDICE TO SECTION 8.2, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATION OR WARRANTY REGARDING THE RESULTS OR OUTPUTS THAT MAY BE GENERATED FROM USE OF ANY PART OF THE SOFTWARE (INCLUDING WITHOUT LIMITATION THE GENERATIVE AI), INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION OR WARRANTY CONCERNING THE FACTUAL ACCURACY OR YOUR INTERPRETATION OF ANY RESULTS OR OUTPUTS OR THEIR SUITABILITY FOR YOUR USE CASE. YOU UNDERSTAND, ACKNOWLEDGE, AND ACCEPT THAT YOUR AND ANY AUTHORISED USER'S USE OF ANY SUCH RESULTS OR OUTPUTS WILL BE AT YOUR SOLE AND ENTIRE RISK. YOU ADDITIONALLY ACKNOWLEDGE AND AGREE THAT: (i) YOU WILL NOT RELY ON ANY PART OF THE GENERATIVE AI AS A SINGLE SOURCE OF FACTUAL INFORMATION; (ii) NO PART OF THE SOFTWARE OR THE GENERATIVE AI IS INTENDED TO BE A SUBSTITUTE FOR YOUR (AND YOUR AUTHORISED USERS') OWN PROFESSIONAL JUDGMENT; AND (iii) YOU WILL BE SOLELY AND FULLY RESPONSIBLE FOR ANY USE THAT YOUR OR ANY AUTHORISED USERS MAKE OF ANY RESULTS OR OUTPUTS RESULTS GENERATED BY THE SOFTWARE (INCLUDING WITHOUT LIMITATION THE GENERATIVE AI); AND (iv) THE PERFORMANCE OF THE SOFTWARE ENTIRELY DEPENDS ON THE ACCESSIBILITY AND QUALITY OF THE INFORMATION THAT YOU MAKE AVAILABLE TO US AND/OR VIA THE SOFTWARE. To the extent that Your access to the Software is made available by the use of third parties and/or third-party plug-ins or application programming interfaces ("APIs"), We will (to the fullest extent permitted by applicable law) have no liability for the performance of those third-party plug-ins or APIs or their compatibility with the Software.


8.8. The availability of the Software to You and the Authorised Users may be subject to delays, interruptions, errors, or other problems resulting from use of the Internet or public electronic communications networks used by You, Us, or third parties. You acknowledge and accept that such risks are inherent in cloud services and that We will (subject to Section ‎10.1) have no liability for any such delays, interruptions, errors, or other problems.

8.9. Nothing under this Agreement will require Us to provide You with: (i) any dedicated data back-up or disaster recovery facilities (and You should at all times maintain backups of Your Data); or (ii) any services, systems, or equipment that You or any Authorised Users may require to access the Internet (and You are solely responsible for procuring access to the Internet and for all costs and expenses in connection with Internet access, communications, data transmission, and wireless or mobile charges incurred by You in connection with Your use of or access to the Software). For clarity, unless otherwise agreed with Us beforehand in writing, We will not be obliged to provide You with any assistance extracting or recovering any data whether during or after the term hereof.


8.10. You (and Your Authorised Users) will be solely responsible for any and all decisions made with regard to what You (and such Authorised Users) choose to do or not to do in response to any Results. You agree not to use or rely on any Result as a sole source of truth or factual information (or as a substitute for Your or any Authorised User's own professional judgment) and, accordingly, You will ensure that each Result will be evaluated for accuracy and suitability for Your use case, including without limitation by way of human review (as appropriate), before making use of or sharing or disclosing any such Result. You acknowledge and accept that, given the nature of machine learning and the technology powering the Generative AI, any outputs, Results or information generated by such Generative AI may not be unique and that the Generative AI may generate identical or similar output or Results for third parties. Subject to Section ‎10.1, We will have no liability to You in respect of any action or omission on Your part (or on the part of any Authorised Users) taken in connection with, as a result of, or in reliance upon any such outputs or Results.


9. Trial use of the Software


9.1. The provisions of this Section 9 apply only to the extent that the Order Confirmation states that Your access and/or use of the Software will be on a Trial Basis for the Trial Period. To the extent that there is a conflict between the provisions of this Section 9 and the other terms and conditions contained herein, the provisions of this Section 9 will prevail.


9.2. THE PROVISION OF ANY SOFTWARE AND GENERATIVE AI, A TRIAL BASIS IS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, GIVEN "AS IS", WITHOUT WARRANTY OF ANY KIND, AND ALL WARRANTIES, INDEMNITIES, AND ALL OTHER LIABILITIES IN RESPECT OF SUCH PROVISION ON A TRIAL BASIS ARE HEREBY ENTIRELY DISCLAIMED. IF ANY EXCLUSION OF LIABILITY UNDER THIS SECTION 9.2 IS NOT ENFORCEABLE UNDER APPLICABLE LAW, THEN, SUBJECT TO SECTION 9.1, OUR TOTAL AGGREGATE LIABILITY TO YOU AND/OR TO ANY OTHER PARTY (INCLUDING BUT NOT LIMITED TO LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION, OR OTHERWISE) FOR ANY AND ALL LOSSES RESULTING FROM ANY CLAIM ARISING OUT OF, UNDER, OR IN CONNECTION WITH SUCH PROVISION ON A TRIAL BASIS (OR ANY RESULT GENERATED THEREFROM) WILL NOT EXCEED $1,000 USD (EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH LOSSES AND EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE).


9.3. Either party may immediately terminate this Agreement at any time during the Trial Period for any reason by giving written notice to the other.


9.4. If You have accessed and used the Software previously on a Trial Basis but Your access and use of the Software on a commercial basis for monetary consideration hereunder has not immediately followed Your access and use thereof on a Trial Basis, You acknowledge, understand, and accept that any data entered by You, Your staff, or Authorised Users into the Software (and any customisations of the Software made for Your benefit during the period of Your prior use of the Software on a Trial Basis) may be permanently lost.


9.5. To the extent that You have previously accessed or used the Software on a Trial Basis, You warrant and represent that You have become familiar with the features and functions of the Software provided during such period of access and use of a Trial Basis and that You are satisfied that such Software meets Your requirements as at the date of this Agreement.


10. LIABILITY. Your attention has been drawn to this Section 10.


10.1. Nothing in this Agreement will limit or exclude Our liability for: (i) death or personal injury caused by Our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any matter in where it would be unlawful for Us to restrict liability.


10.2. SUBJECT TO SECTION ‎10.1, WE WILL NOT HAVE ANY LIABILITY WHATSOEVER (REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, OR IN ANY OTHER WAY AND WHETHER OR NOT CAUSED BY NEGLIGENCE OR MISREPRESENTATION) FOR ANY: (i) DIRECT OR INDIRECT LOSS OF (OR DAMAGE TO) PROFIT, SALES, SAVINGS, BUSINESS, OPPORTUNITY, REVENUE, TURNOVER, AGREEMENTS, OR REPUTATION; (ii) DIRECT OR INDIRECT WASTED EXPENDITURE; (iii) DIRECT OR INDIRECT LOSS OF USE OR CORRUPTION OF (OR DAMAGE TO) HARDWARE, SOFTWARE, DATA, OR INFORMATION (SAVE TO THE EXTENT THAT THE FOREGOING DOES NOT CONSTITUTE A PERSONAL DATA BREACH, IN WHICH CASE THE PROVISIONS OF THE DATA PROTECTION ADDENDUM WILL APPLY); (iv) DIRECT OR INDIRECT LOSSES ARISING OUT OF THE LAWFUL TERMINATION HEREOF; (v) ACTIONS OR INACTIONS TAKEN BY US PURSUANT TO AND IN ACCORDANCE WITH YOUR INSTRUCTIONS; OR (vi) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY LOSSES. WE WILL HAVE NO LIABILITY FOR ANY DELAY OR FAILURE TO PERFORM ANY OF OUR OBLIGATIONS IF SUCH FAILURE OR DELAY IS CAUSED BY ANY EVENT OR SERIES OF EVENTS OUTSIDE OUR REASONABLE CONTROL.


10.3. SUBJECT TO SECTION ‎10.1, OUR TOTAL LIABILITY TO YOU AND/OR TO ANY OTHER PARTY (INCLUDING BUT NOT LIMITED TO LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION, OR OTHERWISE) FOR ANY LOSSES RESULTING FROM ANY CLAIM ARISING OUT OF OR RELATING TO: (i) ANY BREACH BY US OF OUR OBLIGATIONS OR ANY CLAIM FOR INDEMNIFICATION UNDER THE DPA OR UNDER SECTIONS 6, 11, OR 12 OF THIS AGREEMENT (OR IN RELATION TO ANY PERSONAL DATA BREACH) WILL NOT IN THE AGGREGATE EXCEED A SUM EQUAL TO 100% OF THE VALUE OF THE TOTAL FEES UNDER THIS AGREEMENT PAID BY YOU TO US DURING THE PERIOD OF TWELVE (12) CONSECUTIVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST OF ANY AND ALL EVENTS GIVING RISE TO SUCH LIABILITY OCCURRED; OR (ii) ANY OTHER LOSSES WILL NOT IN THE AGGREGATE EXCEED A SUM EQUAL TO 100% OF SUCH VALUE (IN EACH CASE EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH LOSSES AND EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE).


10.4. SUBJECT TO SECTION ‎10.1 AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU OR ANY AUTHORISED USER FOR ANY LOSSES SUFFERED OR INCURRED BY YOU OR ANY AUTHORISED USERS WHICH ARISE DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH: (i) YOUR OR SUCH AUTHORISED USER'S ACCESS TO OR USE OF THE RESULTS OR FOR YOUR OR SUCH AUTHORISED USER'S INTERPRETATION OF, OR RELIANCE UPON, ANY OF ITS RESULTS OR ACTIONS; OR (ii) YOUR OR SUCH AUTHORISED USER'S USE OF OR ACCESS TO (OR INABILITY TO USE OR ACCESS) THE RELEVANT RESULT OR THE INFORMATION THAT YOU OR THE AUTHORISED USER HAS ENTERED INTO THE SOFTWARE OR FOR ANY RESULTS. YOU ACKNOWLEDGE, UNDERSTAND AND ACCEPT THAT ANY RECOMMENDATIONS, SUGGESTIONS, OR ACTIONS TAKEN OR MADE BY THE SOFTWARE ARE NOT LEGALLY BINDING AND THAT THE CONTENT OF THE RESULTS OR THE MANNER IN WHICH THEY HAVE BEEN GENERATED ARE NOT ENDORSED BY OR REFLECTIVE OF OUR VIEWS.


10.5. You and We agree that the limitations of liability set forth herein represent a reasonable allocation of risk and is a fundamental element of the basis of the bargain between Us and You. You acknowledge and accept that the Software and Our services would not be provided without such limitations.


11. Confidentiality and publicity.


11.1. You and We (each respectively a "Receiving Party") each undertake not to disclose to any person or use any Confidential Information disclosed by the other party (the "Disclosing Party"), or such other information which ought reasonably to be regarded as the Confidential Information of the Disclosing Party, except as expressly permitted herein.


11.2. Information will not be deemed to constitute Confidential Information to the extent that it: (i) is, or becomes, publicly known (other than through a breach of this Agreement); (ii) is in the possession of the Receiving Party prior to receipt thereof from the Disclosing Party; (iii) is independently developed by the Receiving Party; (iv) is lawfully disclosed to the Receiving Party by a third party not subject to a confidentiality obligation relating to such disclosure; or (v) has been agreed beforehand in writing between You and Us not to constitute Confidential Information.


11.3. Each Receiving Party may disclose the Disclosing Party's Confidential Information: (i) to its staff, Affiliates, or advisers who need to know such information for the purpose of exercising the Receiving Party's rights or undertaking its obligations under this Agreement (the "Permitted Purpose"), provided that such Receiving Party ensures that such persons fully comply with this Section 11 as though it applied to them and that such Receiving Party will be liable for any failure of such persons to do so; or (ii) as may be required by law, a court of competent jurisdiction, or any governmental, supervisory, or regulatory authority (including any recognised investment or securities exchange). No Receiving Party will use the Disclosing Party's Confidential Information for any purpose other than the Permitted Purpose.


11.4. You may, during the term of this Agreement, use Our name or logo(s) solely to identify Yourself as a customer of Our business. Save as expressly permitted herein, You will not otherwise use Our name or trademarks without Our prior written consent.


11.5. You will not (and will ensure that none of Your staff will) initiate or participate in any action or conduct tending to injure, bring into disrepute, ridicule, damage, harm, or destroy Our goodwill or reputation or the goodwill or reputation of Our Affiliates.


11.6. You hereby authorise Us to use and display Your business's name and trademarks on Our website and in Our promotional and marketing materials for publicity purposes for the duration of this Agreement.


12. Data usage and security.


12.1. We and You will each comply with Data Protection Legislation. Where We are a Processor of Personal Data provided by You to Us pursuant hereto, the DPA will apply.


12.2. Subject always to Sections 11 and 12.1 We may monitor, collect, store, and use information on Your (and the Authorised User's) use of the Software and its performance in order to detect threats or errors to the Software or Our operations and for the purposes of the further development and improvement of the Software and Our services.


12.3. Except to the extent that We have direct obligations under Data Protection Legislation and except as stipulated in the DPA, You acknowledge that We have no control over (and do not endorse or verify) Your Data submitted or provided to Us through the Software and that We may not actively monitor Your Data. You will ensure (and will be solely responsible for) the accuracy, quality, integrity, and legality of Your Data and that its use (including in connection with the Software and any services We provide) is lawful.


13. Notices.


13.1. Any notice given under or in connection with this Agreement must be in writing and delivered either by pre-paid recorded-delivery post (fulfilled by an internationally recognised delivery service) or by email to relevant postal or email address stipulated in the Order Confirmation as being the address for the recipient party's receipt of notices under or in connection with this Agreement. If the recipient party has communicated an alternative email or postal address for the receipt of notices by way of notice to the other party in accordance with this Section 13, then notices given to that recipient party will be sent to the latest alternative address thus communicated.


13.2. Any notice will be deemed to have been received: (i) if sent by pre-paid recorded-delivery post (fulfilled by an internationally recognised delivery service), at the time recorded by the delivery service; or (ii) if sent by email, three (3) calendar days after transmission, provided always that no error message, out-of-office, or other automated reply, bounce-back, or other notification of a failure of or delay to transmission is received by the party sending such notice within forty-eight (48) hours of attempted transmission.


14. Updates.


14.1. Subject to Section 4.7, We may at Our sole and absolute discretion make, and notify You of, updated versions of the provisions of these terms and conditions from time to time by giving a written notification to You of such update by email (together with a copy of the update or a link to a copy of the update) or by any other reasonable means which We elect (an "Update Notification").


14.2. The provisions subject to such Update Notification will be deemed to replace and supersede the preceding version of the same for the purposes of this Agreement from the date falling one (1) calendar month after Update Notification of such revised document(s) (the "Update") (or at such later date as We may specify).


14.3. In the event that You reasonably consider that any Update materially impacts Your use of the Software negatively in any manner, You may, by way of written notice to Us, elect to terminate this Agreement immediately, provided always You exercise such right prior to such Update taking effect pursuant to Section 14.2 on not less than fourteen (14) calendar days' prior written notice, which notice will contain details of the negative impact which has caused You to exercise this right. In the event of such termination, You will receive a pro-rated refund of any pre-paid Fees pertaining to the period following the termination date.


14.4. Except as stated in Section 4.7 and the remainder of this Section 14, no variation of this Agreement will be effective unless effected by way of a written document that expressly refers to it and which is executed by the parties' respective duly authorized representatives.


15. Miscellaneous.


15.1. This Agreement will not create any agency, partnership, employment, fiduciary, or joint-venture relationship. Each party hereto confirms it is acting on its own behalf and not for any other person's benefit.


15.2. We may assign, novate, subcontract, or otherwise transfer any of Our rights or obligations under this Agreement. You may not do likewise without Our prior written consent.


15.3. This Agreement constitutes the entire agreement and understanding between You and Us in relation to the subject matter hereof and supersedes all prior representations, arrangements, understandings, agreements, statements, promises, heads of terms, or warranties (whether written or oral) relating to the same. You and We each acknowledge that, in entering into this Agreement, neither You nor We are relying upon (or will have any remedies in respect of) any statement, representation, promise, or warranty (whether made innocently or negligently) made by or on behalf of the other party hereto and not expressly set out or specifically referred to in this Agreement. You and We each agree not to have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. You and We waive any rights to claim damages and/or to rescind this Agreement for any misrepresentation or for breach of any warranty not contained in this Agreement (unless this was made fraudulently). Nothing in this Section 15.3 will operate to exclude any liability for fraud or for fraudulent misrepresentation.


15.4. THE TERMS AND CONDITIONS OF THIS AGREEMENT WILL BE TO THE EXCLUSION OF ALL OTHER TERMS AND CONDITIONS RELATING TO THE SAME, INCLUDING WITHOUT LIMITATION (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY TERMS OR CONDITIONS IMPLIED BY LAW, TRADE CUSTOM, PRACTICE, AND/OR COURSE OF DEALING, AND/OR ANY TERMS OR CONDITIONS THAT YOU OR YOUR STAFF MAY PURPORT TO APPLY, IMPOSE, OR INCORPORATE UNDER ANY OFFER, ACKNOWLEDGMENT, CORRESPONDENCE, OR ANY OTHER DOCUMENT ISSUED BY YOU OR ON YOUR BEHALF. ACCORDINGLY, NO TERMS OR CONDITIONS ENDORSED ON, DELIVERED WITH, OR CONTAINED IN ANY PURCHASE ORDER, SPECIFICATION, OR OTHER DOCUMENT ISSUED BY YOU OR ON YOUR BEHALF WILL FORM PART OF THIS AGREEMENT. ANY TERMS OR CONDITIONS OF YOUR BUSINESS DIVERGING FROM THE PROVISIONS HEREOF WILL NOT BE VALID, EVEN IF WE PERFORM ANY OF OUR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT RESERVATION.


15.5. No failure or delay by You or Us in exercising any right under this Agreement will constitute a waiver of that right.


15.6. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.


15.7. You will comply (and will ensure all Authorised Users will comply) with all applicable laws, rules, and regulations governing export that apply to the Software (or any part thereof), and will not export or re-export, the Software (or any part thereof) to, or access or use the Software in, any territory for which an export licence or other approval is required under the applicable laws without having obtained it.


15.8. No-one other than You or Us will have any right to enforce any of the provisions of this Agreement.


15.9. This Section 15.9 applies if You are based in the United States of America only. The Software may be subject to U.S. export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export licence or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the United States.


15.10. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection therewith (or its subject matter or formation) will be governed by and construed in accordance with the laws of England without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You and We irrevocably agree that the courts of England will have exclusive jurisdiction to settle any such dispute or claim.