Engage Smarter Terms of Use

PLEASE READ THESE TERMS CAREFULLY

This agreement (Terms of Use) is a legal agreement between you (Licensee or you) and ENGAGE SMARTER LTD, a company registered in England and Wales (with company number 12602779) whose registered office is at International House, 101 King's Cross Road, London, England, WC1X 9LP (Licensor, us or we) for:

· use of the Engage Smarter Platform (Platform); and

· the associated printed materials and online or electronic documentation (Documentation).

We license use of the Platform and Documentation to you on the basis of these Terms of Use. We do not sell the Platform or Documentation to you. We remain the owners of the Platform and Documentation at all times.

You may not enter into these Terms of Use if you are under the age of 18.

SYSTEM REQUIREMENTS: THE SOFTWARE IS DESIGNED TO WORK ON THE LATEST VERSIONS OF GOOGLE CHROME, SAFARI, FIREFOX, AND MICROSOFT EDGE. YOU MAY HAVE TROUBLE USING CERTAIN FEATURES ON OLDER VERSIONS OF BROWSERS.

1. GRANT AND SCOPE OF LICENCE

1.1 In consideration of you agreeing to abide by these Terms of Use, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Platform and the Documentation in the UK on the terms of these Terms of Use until terminated in accordance with these Terms of Use.

1.2 You must provide accurate and complete information to register for an account to use the Platform. You may not share your account credentials or make your account available to anyone else and are responsible for all activities that occur under your account. If you create an account or use the Platform on behalf of another person or entity, you must have the authority to accept these Terms of Use on their behalf.

1.3 We may update, amend or discontinue the Platform at any time.

2. RESTRICTIONS

Except as expressly set out in these Terms of Use or as permitted by any local law, you undertake:

(a) not to copy the Platform or Documentation;

(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Platform or Documentation nor permit the Platform or any part of it to be combined with, or become incorporated in, any other programs;

(c) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform nor attempt to do any such things;

(d) not use the Platform in a way that infringes, misappropriate or violates the rights of any third party;

(e) not use the Platform for any illegal, fraudulent, or deceptive activity;

(f) not offer financial advice without a qualified person reviewing the information or taking responsibility for such advice;

(g) share or publish the results of the Platform without our prior written approval;

(h) use the Platform (or output or data of the Platform) to develop or provide competing products;

(i) interfere with or disrupt the Platform, including circumventing any rate limits or restrictions or bypassing any protective measure or safety mitigation; and

(j) to comply with all applicable technology control or export laws and regulations.

(k) to provide a disclaimer to consumers (i) informing them that artificial intelligence is being used; and (ii) advising them of its potential limitations and that the results cannot be fully relied upon in all circumstances. In such circumstance you agree that consumers must be made aware that they are interacting with an artificial intelligence system.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 You acknowledge that all intellectual property rights in the Platform and the Documentation throughout the world belong to us, that rights in the Platform are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Platform or the Documentation other than the right to use the Platform and the Documentation in accordance with the terms of these Terms of Use.

3.2 You acknowledge that you have no right to have access to the Platform in source code form other than as expressly provided in these Terms of Use.

3.3 The terms of this clause 3 shall not impact the rights your employer has in output of the Platform as agreed between us and your employer.

4. THIRD PARTY SERVICES

4.1 The use of the Platform may include third party software, products or services (“Third Party Services”) and some parts of the Platform may include output from those services (“Third Party Output”) Third Party Services and Third Party Output are subject to their own terms, and we are not responsible or liable for them.

5. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

5.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms of Use or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time these Terms of Use was made, both we and you knew it might happen.

5.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

5.3 You acknowledge that the Platform has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Platform as described in the Documentation meet your requirements.

5.4 When you use our Services you understand and agree that:

(a) output from the Platform may not always be accurate. You should not rely on output from the Platform as a sole source of truth or factual information, or as a substitute for professional advice;

(b) you must evaluate output from the Platform for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing such output from the Platform;

(c) the Platform may provide incomplete, incorrect, or offensive output that does not represent our views. If output references any third party products or services, it doesn’t mean the third party endorses or is endorsed by Engage Smarter; and

(d) nothing provided by the Platform constitutes professional advice on which you should rely. It is provided for general information purposes only.

6. TERMINATION

6.1 We may terminate these Terms of Use immediately by written notice to you if you commit a material or persistent breach of these Terms of Use which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

6.2 We may terminate or suspend these Terms of Use immediately if your use is conditional on the terms of an agreement between us and your employer or other third party (“Third Party Master Services Agreement”) and such Third Party Master Services Agreement is terminated or suspended for any reason.

6.3 Upon termination for any reason:

(a) all rights granted to you under these Terms of Use shall cease; and

(b) you must cease all activities authorised by these Terms of Use.

7. DISCLAIMER

7.1 Our services are provided “as is”. Except to the extent prohibited by law, we and our affiliates and licensors make no warranties (express, implied, statutory or otherwise) with respect to the services, and disclaim all warranties including, but not limited to, warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, and quiet enjoyment, and any warranties arising out of any course of dealing or trade usage. We do not warrant that the services will be uninterrupted, accurate or error free, or that any content will be secure or not lost or altered.

7.2 You accept and agree that any use of outputs from our service is at your sole risk and you will not rely on output as a sole source of truth or factual information, or as a substitute for professional advice.

8. OTHER IMPORTANT TERMS

8.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

8.2 You may only transfer your rights or your obligations under these Terms of Use to another person if we agree in writing.

8.3 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

8.4 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

8.5 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

8.6 You may from time to time provide us with suggestions or comments for enhancements or improvements, new features or functionality or other feedback. We always appreciate and are open to receiving feedback via the feedback functionality in the Platform or by email at support@engagesmarter.ai. When we receive your feedback, you agree that we will have: (a) full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality; and (b) a right, without any obligation to compensate or reimburse you, to use, incorporate and otherwise fully exercise and exploit any such suggestions or comments.

8.7 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.