If you are a business customer, these terms apply to you.

Please read these terms carefully. By clicking ‘accept’ at the end of this agreement, you agree to and accept the following terms which will be binding on you and any of your authorised users when accessing or using the services. Please note, in particular, the limitations on liability imposed at clause 23. 

Where you do not agree to any of the terms of this agreement, you shall click ‘reject’. Doing so means that you are not allowed to access or use the services.

This is a business to business agreement and is not to be entered into by consumers. You should only click ‘accept’ if you are a business. If you are a consumer please see our consumer terms here [link].

You are a ‘consumer’ if you are buying services from our site as an individual for purposes wholly or mainly outside of your trade, business, craft or profession. You are a ‘business customer’ if you are buying services from our site for purposes relating to your trade, business, craft or profession.

This is a legally binding agreement (AGREEMENT) between (the Customer or you) and VidRush AI Studios LLP (trading as VidRush) whose registered address is 32 Kinburn Street, London, England, SE16 6DW (the Supplier, we, us or our), granting you the right to use and access the Services.

1. Definitions and interpretation

   1. In the Agreement:

1. In this Agreement:

   1. headings are included for convenience only and shall have no effect on interpretation;

   2. a reference to a ‘party’ includes that party’s successors and permitted assigns;

   3. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

   4. words in the singular include the plural and vice versa;

   5. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; and

   6. a reference to any legislation or legislative provision is a reference to it as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Agreement.

2. Any obligation of the Supplier under the Agreement to comply or ensure compliance by any person or the Services with any law shall be limited to compliance only with the laws of England and Wales as generally applicable to businesses and to providers of softwareasaservice. Such obligations shall not be construed to create any obligation on the Supplier (or anyone acting on its behalf) or any part of the Services to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or non-commercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).

1. Legal documents

   1. If there is any inconsistency in the rights and obligations set out in this Agreement the following order of priority shall prevail (in descending order of priority):

      1. these terms; 

      2. the Subscription Plans; 

      3. the Data Protection Addendum; and 

      4. any policies or other documents referred to in these terms or the Subscription Plan;

   2. Subject to the order of precedence set out at clause 2.1, later versions of the documents listed at that clause will take priority over earlier versions if there is any conflict or inconsistency between them.

2. System requirements

   1. The AI System requires the following technical specifications to operate correctly (which the Customer shall ensure it complies with):

      1. device compatibility: desktop computers and laptops

      2. operating system: any operating system capable of running a supported web browser, including but not limited to Windows 7 or later and macOS 10.10 (Yosemite) or later

      3. browser: a current or immediately prior major version of Chrome, Firefox, Safari, or Microsoft Edge

      4. internet connection: broadband connection of at least 10 Mbps recommended

3. Orders for our services 

   1. Please check your order carefully and correct any errors before you submit it to us.

   2. After you place your order, we will send you an acknowledgement email to let you know that we have received your order. This does not mean that your order has been accepted by us. Your order is an offer to buy Services from us on these terms.

   3. Acceptance of your order by us takes place when we send you an order confirmation email, at which point a legally binding contract is formed between you and us on these terms.

   4. If we do not accept your order, for example because we are unable to take payment, the Services are unavailable or there has been a mistake regarding the pricing or description of the Services, we will email you using the details you provided when you placed your order. We have the right to reject any order for any reason.

4. Rights of access and use of our services

   1. All Intellectual Property Rights, in or to the Services and AI System, wherever arising, are owned by us or the relevant third party owner. Any payments that you make or have made only allow you to access and use the Services in accordance with the terms set out in this Agreement.

   2. In consideration for your payment of the relevant Prices under this Agreement and subject to clause 5.3, we hereby grant you a worldwide, non-exclusive, non-transferable right to: (i) access and use the Services as strictly necessary for your use of the Services, in each case provided you follow all of the rules described in this Agreement.

   3. The rights granted at clause 5.2 are granted to you for the Subscription Period and are at all times subject to our suspension rights and termination rights as set out in this Agreement. 

   4. You are not allowed to:

      1. modify code of the Services or AI System in any way, including inserting new code, either directly or through the use of software;

      2. deliberately attempt to avoid, manipulate or interfere with any security features or technological protection measures included in the Services or AI System, except where permitted by law (for example, making a necessary back-up copy under section 50A, or decompiling for interoperability under section 50B, of the Copyright, Designs and Patents Act 1988); or

      3. pretend that the Services or AI System are your own or make them available for others to access or use in whatever form (including by way of copying the code of the Services or AI System and creating an independent version).

   5. For the avoidance of doubt, the Customer shall have no right to access the AI System in source code form. 

   6. If the Services or AI System contain any Third Party Software, those components shall be deemed to be incorporated within the Services or AI System for the purposes of this Agreement (except where expressly stated otherwise). Use of the Third Party Software will also be subject to Third Party Additional Terms. By using the Services, you agree to comply with any applicable Third Party Additional Terms.

   7. The Customer shall at all times comply with and access and use the AI System in accordance with:

      1. clause 10; and

      2. the terms of this Agreement.

   8. The rights granted to you under this clause 5 include a right for you to grant sub-licences to the Authorised Users (where necessary), subject to the terms of the Agreement, including those at clause 11 of this Agreement.

5. Outputs

   1. To the fullest extent legally possible, any and all Intellectual Property Rights in the Outputs shall vest in you unconditionally and immediately upon their creation.

   2. We hereby assign to you with full title guarantee, for all purposes, applications and fields of use (including by way of an assignment of future Intellectual Property Rights) all of our rights, title and interest in and to all Intellectual Property Rights in the Outputs, throughout the world, including the right to take action for any past, present and future damages and other remedies in respect of every act of infringement.

   3. You hereby grant us a limited, perpetual, irrevocable, non-exclusive, worldwide, transferable and sub-licensable, licence to use the Outputs, to:

      1. provide the Services and the AI System and otherwise perform our obligations to you in accordance with the provisions of this Agreement; and 

      2. train, develop and improve our Services and AI System.

   4. Notwithstanding clause 6.1, we reserve our rights in any proprietary information, algorithms, models, or metadata that may be embedded within or associated with the Outputs, provided that such reservation does not prevent you from using the Outputs for your intended purposes.

   5. Where our proprietary information is mixed with or embedded in the Outputs, we grant you a perpetual, irrevocable, royalty-free licence to use such proprietary information solely to the extent necessary for your use of the Outputs.

   6. The Customer shall at all times comply with and access, use, reproduce, modify and exploit the Output in accordance with:

      1. clause 10; and

      2. the terms of this Agreement.

   7. You warrant, represent, and undertake that: 

      1.  all Outputs will:  

         1. be accurate, complete, and lawful;  

         2. not infringe any third-party intellectual property rights, privacy rights, or other proprietary rights;  

         3. not contain any material that is defamatory, obscene, offensive, or otherwise unlawful; and  

         4. comply with all applicable laws, regulations, and codes of practice. 

1. you have obtained all necessary consents, permissions, and authorisations required to use the Output; and

2. Outputs will not contain any special category data, as defined under UK GDPR or EU GDPR (this includes personal data revealing racial or ethnic origin, political opinions, religious beliefs, philosophical beliefs or trade union membership, biometric data, genetic data, data concerning health, sex life or sexual orientation).  

• You will indemnify and hold us harmless against any claims, damages, or liabilities arising from a breach of the above warranties.  

• The rights granted to you under this clause 6 include a right for you to grant sub-licences to the Authorised Users (where necessary), subject to the terms of the Agreement, including those at clause 11 of this Agreement.

• Customer data

  1. In this Agreement, Customer Data will always belong to you.

  2. You may be able to store or transmit Customer Data using one or more Services and the Services may interact with Your Systems. You grant us (and each of our direct and indirect sub-contractors) a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, transferable licence, with the right to sub-license to use, copy, access, reproduce, modify, exploit and otherwise utilise Customer Data and Your Systems to:

     1. the extent necessary to perform or provide the Services; and

     2. the extent necessary to exercise or perform our rights, remedies and obligations under this Agreement. 

  3. For the avoidance of doubt, we will not use Customer Data to:

     1. train, develop and improve our Services and AI System, save for in respect of clause 18.6; or 

     2. market our Services and AI System. 

  4. The Supplier shall maintain the confidentiality of the Customer Data in accordance with the provisions of clause 29 and shall not without the prior written consent of the Customer use, copy or disclose the Customer Data other than as necessary for the performance of the Services or in accordance with its express rights and obligations under this Agreement or the Data Protection Addendum.

  5. You warrant, represent, and undertake that:  

     1.  all Customer Data will:  

        1. be accurate, complete, and lawful;  

        2. not infringe any third-party intellectual property rights, privacy rights, or other proprietary rights;  

        3. not contain any material that is defamatory, obscene, offensive, or otherwise unlawful; and  

        4. comply with all applicable laws, regulations, and codes of practice,  

1. you have obtained all necessary consents, permissions, and authorisations required to provide the Customer Data to us and for its use in accordance with the terms of the Agreement; and 

2. Customer Data will not contain any special category data, as defined under UK GDPR or EU GDPR (this includes personal data revealing racial or ethnic origin, political opinions, religious beliefs, philosophical beliefs or trade union membership, biometric data, genetic data, data concerning health, sex life or sexual orientation).    

• You will indemnify and hold us harmless against any claims, damages, or liabilities arising from a breach of the above warranties.  

• Except to the extent we have direct obligations under data protection laws and/or the Data Protection Addendum:

  1. we have no control over any of the Customer Data we host as part of the Services; and

  2. we do not actively or systematically monitor the content of the Customer Data.

• You are solely responsible for ensuring the accuracy, quality, integrity and legality of the Customer Data and for ensuring that its use (including in connection with the Services) complies with all applicable laws and does not infringe any other person’s intellectual property rights.

• If we become aware that the Customer Data (or any part of it) may not comply with any part of this Agreement, we can:

  1. permanently delete or otherwise remove the relevant Customer Data from the Services;

  2. suspend your access to the relevant Customer Data in accordance with clause 24; and/or

  3. disclose the relevant Customer Data to law enforcement authorities (in each case without the need to consult you).

• Except as otherwise expressly agreed in the Agreement or required by applicable law, the Supplier shall not be obliged to provide the Customer with any assistance in extracting, transferring or recovering any data (including Customer Data) whether during or after the Subscription Period. The Customer acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of the Customer’s business. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its and its Authorised User’s needs) and extracts it from each Service prior to the termination or expiry of the Agreement or the cessation or suspension of any of the Services where it has received notice from the Supplier of the same.

• The Supplier routinely undertakes regular backups of the Services (which may include Customer Data) for its own business continuity purposes. The Customer acknowledges that such steps do not in any way make the Supplier responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, the Supplier shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.

• Customer Data will be held and deleted in accordance with our Privacy Policy available here [link]. 

• Collection of technical information

We may collect and use technical data that might include, for example, the specifications of your device and its software in order to help us provide updates to the Services, product support, and other services related to the Services. We may also use this information to improve our products or services. 

1. Feedback

   1. The Supplier may use any feedback and suggestions for improvement relating to the Services or AI System provided by the Customer or any Authorised User without charge or limitation (Feedback). The Customer hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier at the time such Feedback is first provided to the Supplier.

   2. The Customer hereby waives and warrants that all relevant third parties have waived the exercise of all moral rights under the Copyright, Designs and Patents Act 1988 and equivalent rights worldwide that may attach to Feedback.

2. Limitations on use

   1. The Customer shall not, access, store, distribute or transmit any viruses, or any material during the course of its use of the Services or AI System, or upload to the AI System (or permit any of the same) any viruses or material:

      1. that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

      2. that facilitates or promotes illegal or fraudulent activity;

      3. in a manner that is otherwise illegal or causes damage or injury to any person or property;

      4. in a manner that disrupts the operations, business, equipment, websites or systems of the Supplier or any other person or entity; or

      5. in a manner that is inconsistent with or in breach of this Agreement or any instructions provided by the Supplier to the Customer from time to time.

   2. Except as permitted under this Agreement or by law, the Customer shall not:

      1. access or use, or permit any third party to access or use, the Services for any purpose other than as set out in this Agreement;

      2. modify, alter, make error corrections, decode, reverse engineer, disassemble, decompile or otherwise translate or make alterations to the Services, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, non-public APIs, models, parameters or weights, other than as expressly permitted under sections 50B and 296A of the Copyright Designs and Patents Act 1988 (and then only upon advance notice in writing to the Supplier);

      3. copy, duplicate, create derivative works, frame, mirror, republish, download, display, transmit, or distribute the Services or AI System, or any part thereof;

      4. remove or modify any copyright notice and any other branding or notices that appear on the Services or AI System;

      5. circumvent or interfere with any security features of the Services or AI System or attempt to do so;

      6. sublicense, rent, lease, sell, broadcast, transmit, store, archive, display publicly to third parties, disclose or otherwise transfer or distribute copies of the Services or AI System to any third party; 

      7. make the Services or AI System available over a network or any other method of remote access, or facilitate the same other than such private networks or methods of remote access as maintained by the Customer for the sole purpose of permitting its employees appropriate connections to its information technology systems as required for the carrying out of their work; or

      8. use the Services to generate synthetic media, deepfakes, or manipulated content depicting real individuals without their explicit written consent. 

   3. Access and use of the Services shall be limited to the Permitted Usage Rights only. Each permitted Authorised User may access and use the Services simultaneously on a maximum of one device owned or operated by them.

   4. You shall not exceed the Permitted Usage Rights and you acknowledge that you shall be required, without prejudice to any other rights or remedies to which we may be entitled, to pay us in accordance with the provisions of clause 11.4.

   5. You shall access and use the Services at all times in accordance with any instructions or user guidance and all other terms of this Agreement.

   6. You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised use of the Services (including any use in excess of the Permitted Usage Rights).

3. Authorised users

   1. You shall ensure that only Authorised Users use the Services, and that such use is at all times in accordance with the Agreement. You shall ensure that Authorised Users are, at all times while they have access to the Services, the employees or contractors of the Customer. 

   2. You shall keep a list of all Authorised Users and shall notify the Supplier within 5 Business Days if any updates to any list of Authorised Users are made.

   3. You shall ensure that the number of Authorised Users for each Service does not exceed the Permitted Usage Rights and the purchased number of Authorised Users for the relevant Service at any time. You may remove one individual as an Authorised User and replace them with another individual in accordance with the terms of the Agreement, but Authorised User accounts cannot be shared or used by more than one individual at the same time.

   4. Without prejudice to any other right or remedy we may have, in the event that you are in breach of clause 11.3 then you shall be liable to pay for the number of Authorised Users above the purchased number of Authorised Users for that Service for the relevant period, in accordance with the relevant Subscription Plan.

   5. You shall:

      1. be liable for the acts and omissions of the Authorised Users as if they were your own;

      2. only provide Authorised Users with access to the Services via the access method provided by us and shall not provide access to (or permit access by) anyone other than an Authorised User; and

      3. procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on you under this Agreement.

   6. You shall (and shall ensure all Authorised Users shall) at all times comply with the provisions of this Agreement.

   7. Clauses 11.5 to 11.7 (inclusive) shall survive termination or expiry of the Agreement.

4. IPR claims

   1. If the Supplier has reason to believe that a third party claim may be (or if such a claim has been) brought by any third party alleging that the Services infringe any Intellectual Property Rights of a third party (an IPR Claim), the Supplier may at its sole option and expense, and the Customer shall permit the Supplier to:

      1. obtain the right for the Customer to continue to use the Services; or

      2. modify or replace the Services to avoid infringement or alleged infringement without causing a material adverse impact to the Services.

   2. If we are unable to achieve either of the outcomes described in clause 12.1 having used reasonable endeavours, we may terminate this Agreement and you will be entitled to a refund of Prices paid in advance for any impacted Services in respect of any remaining Subscription Period which will be paid to the same account details in which you made payment to us, unless otherwise agreed in writing between the parties. 

   3. Subject to clause 23.5, the provisions of this clause 12 set out the Customer’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IPR Claim.

   4. This clause 12 shall survive the termination or expiry of this Agreement.

5. Indemnity

   1. YOU SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD US HARMLESS FROM AND AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITY, DATA PROTECTION LOSSES (AS DEFINED IN THE DATA PROTECTION ADDENDUM (AVAILABLE HERE: [LINK]), COSTS (INCLUDING LEGAL AND OTHER PROFESSIONAL FEES) AND EXPENSES INCURRED BY US, OUR AFFILIATES, RESPECTIVE OFFICERS, DIRECTORS AND/OR EMPLOYEES AS A RESULT OF THE OUTPUTS OR YOUR BREACH OF THIS AGREEMENT.

   2. THIS CLAUSE 13 SHALL SURVIVE TERMINATION OR EXPIRY OF THIS AGREEMENT.

6. Support

   1. Support services shall be available for each Service for the duration of the Subscription Period, to the extent and in the manner specified in the relevant Subscription Plan.

   2. We shall use reasonable endeavours to notify you in advance of scheduled maintenance but you acknowledge that you may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.

   3. You acknowledge that the Services do not include:

      1. any services, systems or equipment required to access the internet (and that 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 it in connection with use of the Services);

      2. data back up or disaster recovery facilities (and the Customer shall ensure it at all times maintains backups of all Customer Data) according to its requirements; or

      3. legal, accounting or other professional or regulated services and that, except as expressly stated in this Agreement, no assurance is given that the Services will comply with or satisfy any legal or regulatory obligation of any person.

7. Changes to services and terms

   1. We may at our absolute discretion make updated versions of the documents referred to in clause 2.1 or other documents referred to in any part of this Agreement (excluding in each case any payment terms) (New Versions) from time to time. New Versions will replace the preceding version of the same document(s) for the purposes of the Agreement from the date 30 Business Days after they are published on our website (or at such later date as we may specify).

   2. You acknowledge that, subject to the provisions of this clause, we are entitled to modify the features and functionality of the Services and may also establish new limitations on the Services (or any part), including to the volume of data which may be used, stored or transmitted in connection with the Service, access to application programming interfaces and changes to data retention periods. Changes that we introduce under this clause shall be introduced via a New Version and any modification shall not materially adversely affect the use of the relevant Service(s) by our customers generally. 

   3. In the event that any New Version or change to the Services has a material adverse impact on you, you may by notice elect to terminate this Agreement in respect of all impacted Services provided you exercise such right on not less than 10 Business Days prior written notice. In the event of such termination you will be entitled to receive a refund of Prices paid in advance for any impacted Services in respect of any remaining Subscription Period, which will be paid to the same account details in which you made payment to us, unless otherwise agreed in writing between the parties.  

8. Subscription plans and prices

   1. You purchase our Services by signing up to a Subscription Plan.

   2. By signing up to a Subscription Plan, you agree to the automatic renewal of your Subscription Plan at the intervals and at the Prices specified in the Subscription Plan you selected at the time of purchase unless and until either you or we amend, cancel, pause or end the Subscription Plan in accordance with these terms.

   3. Prices for our Subscription Plans are set out on our website. All Prices are in pounds sterling (£)(GBP) and include VAT at the applicable rate.

   4. Prices for our Subscription Plans may change at any time. We will provide you with a minimum of 30 days’ notice ahead of any change to the Prices of your Subscription Plan. This will allow you to cancel your Subscription Plan within the notice period should you not wish to continue with automatic renewal at the revised fees.  

   5. If there has been an error on the site regarding the pricing of any Subscription Plan and this affects your order, we will try to contact you using the contact details you provided when you placed your order. We will give you the option to re-confirm your order at the correct price or to cancel your order. If we are unable to contact you, we will treat the order as cancelled and notify you by email.

9. Automatic payment

   1. You agree to pay for the Services through subscription payments.

   2. Subscription payments will be charged automatically to your chosen payment method at the intervals and at the Price specified in the Subscription Plan you selected at the time of purchase unless and until either you or we amend, cancel, pause or end the Subscription Plan in accordance with these terms.

   3. We will provide a confirmation email following each subscription payment.

   4. We accept the following payment methods: Apple Pay and Google Pay. All credit card and debit card payments need to be authorised by the relevant card issuer. 

   5. You are responsible for ensuring that your payment and contact details are kept up-to-date to ensure the continuity of your Subscription Plan. You can notify us of a change in details by updating your information on your account or by contacting us using our contact information in the ‘contact us’ details on our website. 

   6. In the event we are unable to take payment for any reason, we will try to contact you using the contact details you have provided to us. If payment remains unsuccessful after 8 attempts to contact you, we reserve the right to suspend or terminate your Subscription Plan and will notify you by email. 

10. Records and audit

    1. During the Subscription Period and for 7 years thereafter, you shall maintain accurate and complete records of the Customer’s and its Authorised Users’ access and usage of the Services under the Agreement including:

       1. the number of Authorised User accounts that you have purchased; and

       2. the number and identity of any Authorised Users.

    2. You shall allow and procure for the Supplier (and any authorised representatives of the Supplier) access to audit (and take copies of) the relevant records of the Customer and the Authorised Users, to the extent necessary (and legally permitted in the circumstances) to verify that the access and use of the Services is in accordance with this Agreement.

    3. Unless otherwise agreed in writing, the inspections and audits referred to in clause 18.2 shall be undertaken:

       1. during your normal business hours on Business Days;

       2. subject to the provision by us of a minimum of 5 Business Days’ notice; and

       3. not more than twice in any calendar year during the Subscription Period.

    4. You shall, at your own cost, provide all reasonable assistance and co-operation to us in conducting any inspection or audit undertaken under this clause 18. We will comply with your reasonable directions to minimise disruption to your business and to safeguard the confidentiality of the Customer Data.

    5. At the Supplier’s request from time to time the Customer shall promptly (and in any event within 2 Business Days of such request) provide the Supplier with copies of the records referred to in clause 18.1.

    6. The Supplier may monitor, collect, store and use information on the use and performance of the Services (including Customer Data) to detect threats or errors to the Services and/or Supplier’s operations and for the purposes of the further development and improvement of the Supplier’s services, provided that such activities at all times comply with the Privacy Policy, Data Protection Addendum and terms of this Agreement.

    7. The provisions of this clause 18 shall survive termination or expiry of this Agreement for a period of 7 years.

11. Warranty

    1. We warrant that:

       1. each Service will operate materially in accordance with its description in the Subscription Plan when used in accordance with this Agreement under normal use and normal circumstances during the Subscription Period; and

       2. we will provide each of the Services with reasonable care and skill.

    2. If you receive any Update or Upgrade of the Services under this Agreement, such Update or Upgrade will be covered under the warranty at clause 19.1.

    3. If there is a breach of the warranty in clause 19.1, provided that you notify us in writing within 5 Business Days of the date you ought reasonably to have become aware of the breach, we will, at our option:

       1. use reasonable endeavours to rectify the breach within a reasonable time; or

       2. terminate this Agreement in which case you will be entitled to a refund on a pro-rata basis which will be paid to the same account details in which you made payment to us, unless otherwise agreed in writing between the parties. 

To the maximum extent permitted by law, this clause 19.3 sets out the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 19.1.

1. The warranty in clause 19.1 is subject to the limitations and exclusions set out in clause 23. In addition, the warranty shall not apply to the extent that any error in the Services arises as a result of:

   1. incorrect access or use of the Services by the Customer or any Authorised User;

   2. access to or use of the Services by the Customer or any Authorised User other than for the purposes for which it is intended;

   3. modification or alteration of the Services without our written consent;

   4. access or use of the Services with other software or on equipment with which it is incompatible;

   5. attempted repair, rectification or maintenance by any person other than the Supplier or a third party authorised by the Supplier;

   6. failure to install any Update or Upgrade recommended and made available by us; or

   7. any Relief Event.

2. You acknowledge that we do not give any term, warranty, condition or representation and do not accept any liability (howsoever arising whether under contract, tort, in negligence or otherwise) in relation to:

   1. the Services meeting the Customer’s individual needs or business requirements, whether or not such needs or requirements have been communicated to us;

   2. the Services operating in a manner which is uninterrupted or free from minor errors or defects; or

   3. the Services being compatible with any software other than the Third Party Software or with any particular hardware.

3. Subject to clause 23.5, the provisions of clauses 19.3 and 12.1 set out the Customer’s sole and exclusive remedy (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of clause 19.1 or for any other error or defect in, defective performance or inability to use the Services or any part of them.

4. Other than as set out in this clause 19, and subject to clause 23.5, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

• Your responsibilities

You shall (and shall ensure all Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications.

1. Relief

To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of the Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.

1. Disclaimers 

   1. The Services and Outputs utilise artificial intelligence and machine learning technologies, which are evolving fields. Due to the new and developing nature of these technologies, the outputs generated by our Services can be unpredictable and may not always be accurate, factual, reliable, realistic or suitable for your purposes. We cannot guarantee the accuracy or reliability of outputs generated by our Services. By using our Services you understand this. 

   2. We make no representation or warranty that any Outputs are rights-cleared or free from third-party Intellectual Property Rights.

   3. You acknowledge and agree that Outputs may incorporate, reproduce, or be derived from third-party Intellectual Property Rights.

   4. You shall be solely responsible for conducting appropriate due diligence regarding any Output before using, reproducing, distributing, or otherwise exploiting such Output.

   5. You shall obtain all necessary licences, permissions, clearances, and consents required for your intended use of any Output, including but not limited to clearances for any third-party Intellectual Property Rights that may subsist in or be incorporated within such Output.

   6. You assume all risks and liability associated with the use of Output, including but not limited to risks of third-party intellectual property infringement claims.

   7. You acknowledge that the legal position regarding intellectual property rights in AI-generated output remains uncertain and that there may be parties not bound by this Agreement who may claim rights over Output.

2. Limitation of liability

   1. THE EXTENT OF THE SUPPLIER’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT (REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT OR IN ANY OTHER WAY AND WHETHER OR NOT CAUSED BY NEGLIGENCE OR MISREPRESENTATION) SHALL BE AS SET OUT IN THIS CLAUSE 23.

   2. SUBJECT TO CLAUSES 23.3 AND 23.5, THE SUPPLIER’S TOTAL AGGREGATE LIABILITY HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

      1. AN AMOUNT EQUAL TO THE PRICES PAID TO THE SUPPLIER BY THE CUSTOMER IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT FIRST GIVING RISE TO ANY CLAIM UNDER THIS AGREEMENT; OR

      2. AN AMOUNT EQUAL TO 12 TIMES THE PRICES DUE OR PAID TO THE SUPPLIER FOR THE FIRST MONTH OF THE SUBSCRIPTION PERIOD.

   3. SUBJECT TO CLAUSE 23.5, THE SUPPLIER SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR SPECIAL LOSSES.

   4. SUBJECT TO CLAUSE 23.5, THE SUPPLIER SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING (WHETHER DIRECT OR INDIRECT):

      1. LOSS OF PROFIT;

      2. LOSS OF REVENUE;

      3. LOSS OR CORRUPTION OF DATA;

      4. LOSS OR CORRUPTION OF SOFTWARE OR SYSTEMS;

      5. LOSS OR DAMAGE TO EQUIPMENT;

      6. LOSS OF USE;

      7. LOSS OF PRODUCTION;

      8. LOSS OF CONTRACT;

      9. LOSS OF COMMERCIAL OPPORTUNITY;

      10. 23.4.10.LOSS OF SAVINGS, DISCOUNT OR REBATE (WHETHER ACTUAL OR ANTICIPATED);

      11. HARM TO REPUTATION OR LOSS OF GOODWILL;

      12. 23.4.12.LOSS OF BUSINESS; AND

      13. 23.4.13.WASTED EXPENDITURE.

   5. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE SUPPLIER’S LIABILITY SHALL NOT BE LIMITED IN ANY WAY IN RESPECT OF THE FOLLOWING:

      1. DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE;

      2. FRAUD OR FRAUDULENT MISREPRESENTATION; OR

      3. ANY OTHER LOSSES WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

   6. THIS CLAUSE 23 SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT.

3. Suspension

   1. We may suspend access to the Services (or any part) to all or some of the Authorised Users if:

      1. we reasonably suspect that there has been any misuse of the Services or material breach of this Agreement;

      2. you fail to pay any sums due to us by the due date for payment; or

      3. required by law, by court or governmental or regulatory order.

   2. Where the reason for the suspension is suspected misuse of the Services or material breach of this Agreement, without prejudice to our rights under clause 25, we will take steps to investigate the issue and within 10 Business Days notify you in writing of the outcome of the investigation, and either restore the Services or exercise our right to terminate the Agreement in accordance with clause 25. 

   3. In relation to suspensions under clause 24.1.2, access to the Services will be restored promptly after we receive payment in full and cleared funds.

   4. Prices shall remain payable during any period of suspension notwithstanding that you or some or all of the Authorised Users may not have access to the Services, however in cases where the investigation pursuant to clause 24.2 determines that you were not in breach, you shall be entitled to a refund of any Prices paid in advance in respect of the period of suspension.

4. Term and termination

   1. This Agreement shall come into force on the Commencement Date and, unless terminated earlier in accordance with its terms, shall continue until there are no longer any Subscription Plans in force, after which it shall automatically expire.

   2. You may terminate the Agreement following your first billing cycle (e.g. your first month if you are on a monthly Subscription Plan or first year if you are on an annual Subscription Plan) by providing us no less than 3 days’ notice ahead of the start date of your next billing cycle. This will end your Subscription Plan ahead of your next billing cycle and you will not incur any further liability to pay for the Subscription Plan. Any overpayments will be refunded to the same account details in which you made payment to us. You are not entitled to a refund for any previous billing cycles. 

   3. We may terminate the Agreement or the provision of any of the Services for convenience on not less than 14 days’ prior written notice to you, in which case you will be entitled to receive a refund of Prices paid in advance for any impacted Services in respect of any remaining Subscription Period on a pro rata basis which will be paid to the same account details in which you made payment to us, unless otherwise agreed in writing between the parties. 

   4. We may terminate this Agreement at any time by giving you notice in writing if:

      1. you commit a material breach of the Agreement and such breach is not remediable;

      2. you commit a material breach of this Agreement which is not remedied within 10 Business Days of receiving written notice of such breach; 

      3. you fail to pay any Prices due under this Agreement on the due date and such amount remains unpaid within 10 Business Days after you have received notification that the payment is overdue; or

      4. we determine, pursuant to the investigation carried out pursuant to clause 24.2, misuse of the Services or a material breach of the Agreement by you.

   5. Any breach by you of clause 10 shall be deemed a material breach of this Agreement which is not remediable.

5. Early termination right

   1. Notwithstanding clause 25.2, you may terminate this Agreement by written notice within 14 days from the Commencement Date, provided that:

      1. you have not downloaded any digital content from us; and

      2. you have not used any credits.

   2. Where you terminate in accordance with clause 26.1, we shall provide you with a full refund of all Prices paid, using the same payment method used for the original transaction, unless otherwise agreed in writing.

6. Consequences of termination

   1. On termination or expiry of the Agreement (for any reason):

      1. the licences and rights granted by us shall immediately terminate and you shall (and, if applicable, shall procure that each Authorised User shall) immediately stop accessing and using the Services and AI System;

      2. we may delete or suspend access to any accounts that you hold with us and any Authorised User accounts; and

      3. you are not entitled to a refund or other payment, except as otherwise stated in this Agreement (such as under clause 26).

   2. You shall be responsible for backing up your data regularly and extracting it from the Services prior to the termination or expiry of the Agreement. We shall not be obliged to provide you with any assistance in extracting or recovering data whether during or after the Subscription Period.

   3. Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of the Agreement that is expressly or by implication intended to continue beyond termination.

7. Free trials and promotional offers

   1. From time to time, we may offer free trials to our Subscription Plans. If you have been offered a free trial, you will not be charged a subscription fee for the duration of the free trial period notified to you when you signed up. After the free trial period ends and unless cancelled in accordance with clause 28.2, your subscription will automatically transfer into a full paid Subscription Plan at the price notified to you when you signed up to the free trial. The first subscription payment will be automatically charged to the payment method you provided to us when you signed up. For more information on the price of our current Subscription Plans, see: [link].

   2. You can cancel at any time before the end of the free trial period notified to you when you signed up and you will not be charged a subscription fee. In the event payment has already been taken for your first subscription payment, we will refund you the full amount of that payment. You can cancel by contacting us using our contact details at the start of these terms. You can also use the ‘Cancel Renewal’ button on your account.

   3. From time to time, we may offer promotional rates. If you have been offered a promotional rate, your subscription payment(s) will be charged at the promotional rate for the promotional period. After the end of the promotional period notified to you when you signed up, your subscription will automatically transfer into a full paid Subscription Plan at the price notified to you when you signed up to the promotional offer. You will be automatically charged to the payment method you provided to us when you signed up. For more information on the price of our current Subscription Plans, see: [link].

   4. If you have utilised a free trial or promotional offer, you will not be eligible for any further free trial or promotional offers unless we inform you otherwise.

8. Confidential information

   1. Each party (the Receiving Party) shall:

      1. keep confidential any information that is confidential in nature concerning the other party and/or its Affiliates (including (to the extent confidential) any details of its business, affairs, customers, clients, suppliers, plans or strategy) which is provided or made available by the other party to the Receiving Party under or in connection with this Agreement (Confidential Information); and

      2. not use, or disclose to any person, the other party’s Confidential Information, except as permitted by clause 29.2;

   2. The Receiving Party may:

      1. subject to clause 29.4, disclose any Confidential Information to any of its employees, officers, representatives, subcontractors or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that the Receiving Party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 29 as if it were the Receiving Party

      2. disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

      3. subject to clause 29.4, use Confidential Information only to the extent reasonably necessary to perform its obligations under this Agreement

   3. Each party recognises that any breach or threatened breach of this clause 29 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

   4. To the extent that any Confidential Information is personal data, such Confidential Information may be disclosed or used only to the extent that such disclosure or use does not conflict with the Data Protection Addendum. 

   5. The obligations under this clause shall survive the variation, expiry or termination of this Agreement for a period of 5 years thereafter.

9. Entire agreement

   1. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.

   2. Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.

   3. Nothing in the Agreement shall limit or exclude any liability for fraud.

10. Notices

    1. Any notice given by a party under the Agreement shall be:

       1. in writing and in English;

       2. signed by, or on behalf of, the party giving it (except for notices sent by email); and

       3. where sent to the Supplier, sent to the address set out in the ‘contact us’ details on the Supplier’s website at [link];

       4. where sent to the Customer, sent to the address provided to us by you when you subscribed to our Services. 

    2. Notices may be given, and are deemed received:

       1. by hand: on receipt of a signature at the time of delivery;

       2. by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;

       3. by Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting; and

       4. by email: on receipt of a delivery receipt email from the correct address.

    3. This clause does not apply to notices given in legal proceedings or arbitration.

11. Variation

Except where provided for in clause 15, no variation of this Agreement shall be valid or effective unless it is in writing and is duly signed or executed by, or on behalf of, each party.

1. Assignment and sub-contracting

   1. We may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of the Supplier’s rights or obligations under this Agreement, provided that we give you prior written notice.

   2. Except as expressly permitted by this Agreement, you shall not assign, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of your rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without the Supplier’s prior written consent.

2. Set off

Each party shall pay all sums that it owes to the other party under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

1. No partnership or agency

The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

1. Severance

   1. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. 

   2. Any modification to or deletion of a provision or part-provision under this clause will not affect the legality, validity or enforceability of any other provision of this Agreement. 

2. Waiver

No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

1. Further assurance 

Each party will at the request of the other party, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement, including to give effect to the licences and assignments contained in this Agreement. 

1. Compliance with law

The Customer shall comply with all applicable laws and shall maintain such authorisations and approvals as required from time to time to perform its obligations under or in connection with this Agreement.

1. Third party rights

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

1. Authority

Each party represents and warrants to the other that it has the right, power and authority to enter into this Agreement and grant to the other the rights (if any) contemplated in the Agreement and to perform its obligations under this Agreement.

1. Class action waiver

   1. You hereby waive any right to participate in, commence, or maintain any class action, collective action, or representative proceeding against the Supplier arising out of or in connection with this Agreement.

   2. You agree that any dispute, claim, or controversy arising out of or relating to this Agreement shall be pursued solely on an individual basis and not as part of any class, collective, or representative action.

   3. Your sole and exclusive remedies (howsoever arising, including in contract, tort, negligence or otherwise) for any breach of this Agreement by the Supplier shall be as set out in the applicable remedy provisions of this Agreement, and you shall not be entitled to bring or participate in any class action or similar collective proceeding in respect of such breach.

   4. This clause shall survive termination or expiry of this Agreement and shall be binding upon your successors and assigns.

2. Dispute resolution

   1. Any dispute arising between the parties out of or in connection with this Agreement will be dealt with in accordance with the provisions of this clause 43.

   2. The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice will include reasonable information as to the nature of the dispute.

   3. The parties will use all reasonable endeavours to reach a negotiated resolution through the following procedures:

      1. Within 14 days of service of the notice, the Representatives of the parties will meet (in person or remotely) to discuss the dispute and attempt to resolve it.

      2. If the dispute has not been resolved within 14 days of the first meeting of the Representatives, then the matter will be referred to the chief executives (or persons of equivalent seniority). The chief executives (or equivalent) will meet (in person or remotely) within 14 days to discuss the dispute and attempt to resolve it.

   4. If the dispute has not been resolved within 14 days of the first meeting of the chief executives (or equivalent) under clause 43.3.2 then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.

   5. Until the parties have completed the steps referred to in clauses 43.3 and 43.4, and have failed to resolve the dispute, neither party will commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

3. Governing law and jurisdiction

   1. This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

   2. Subject to clause 43, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

CUSTOMER HEREBY CONFIRMS FULL ACCEPTANCE OF THESE TERMS AND CONDITIONS

[ACCEPT] [REJECT]