1. Scope of terms and restrictions on use‍

‍1.1 You must be of legal working age, in the jurisdiction where you access our Platform, to consent to these Terms and to use our Platform.

1.2 We will, during the usage period, provide the Platform upon these Terms.
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1.3 In consideration of you agreeing to abide by these Terms, we hereby grant you a non-exclusive, non-transferable right and licence, without the right to grant sub-licences to use our Platform until your access is terminated in accordance with clause 7. 
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1.4 Subject to clause 1.10 you may, at any time, purchase licenses, additional licenses for Authorised Users within your organisation. “Authorised User” means the number of users authorised within an organisation, to access the Platform.
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1.5 If you purchase a package, either on behalf of yourself or an Authorised User, you will be granted access to the Platform, but may be terminated at any time, in accordance with clause 7.   
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1.6 You may:

(a) install or download and access the Platform via the internet and the Platform is for your individual or business operations only;
(b) and receive and use any free supplementary  code or update of the Platform incorporating "patches" and corrections of errors as may be provided by us from time to time.

1.7 We will use commercially reasonable endeavours to make the services available 24 hours a day, seven days a week and we may, but have no obligation to, update the Platform from time to time without prior notice to you.

1.8 Platform means the software as a service platform provided by Ookulli accessible via ookulli.com or other designated URLs, which enables users to upload, review, and analyze legal documents using AI-assisted tools, including any related user interface, processing engine, outputs, related documentation and any associated updates or enhancements.

1.9 Ookulli will use all reasonable efforts to ensure service availability of 99% with the exception of any planned downtime. Users will be informed of any planned downtime in advance.

Authorised Users

1.10 In relation to the Authorised Users, you undertake that:

(a) the maximum number of Authorised Users that you have authorised to access and use the Platform shall not exceed the number of licences  that you have purchased from time to time;
(b) you will not allow any licence to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Platform; and
(c) You are responsible for all acts and omissions of each Authorised User and any and all use of the Platform using each Authorised User's access credentials.

Restrictions on Use

1.11 You shall not, and shall procure that each Authorised User does not:

(a) except to the extent expressly permitted by these terms or lawfully permitted pursuant to applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means;
(b) except to the extent expressly permitted by these terms or lawfully permitted pursuant to applicable law, attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
(c) store, access, publish, disseminate, distribute or transmit via the Platform any material which:

(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images;
(iv) promotes unlawful violence;
(v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(iv) is otherwise illegal or causes damage or injury to any person or property.

(d) access all or any part of the Platform in order to build a product or service which competes with the Platform or develop machine learning models, prompts or related technology;
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party except the Authorised Users; or
(f) attempt to obtain, or assist third parties in obtaining, access to the Platform other than as provided under this clause 1.

1.12 Whenever you make use of a feature that allows you to upload content to our site, you must comply with the content standards set out in the current version of our Acceptable Use Policy at ookulli.com which is incorporated by reference into these terms.

1.13 You shall procure, at your own cost, install and maintain all required enabling software and third-party software required to access and use the Platform. You acknowledge that a failure to do so may impact the use of the Platform.

1.14 Unless otherwise stated, the Platform may be provided from any jurisdiction and from more than one jurisdiction at any one time.

1.15 Unless otherwise expressly set out in this agreement, we do not warrant that any cloud services you use during the course of using the Platform are fit for your purposes, are error free or uninterrupted, or are compatible with any hardware or software . The we shall not be liable for the transfer of data over communications facilities, including the internet, and any limitations, delays, and other problems inherent in the use of such communications facilities.

2. Uploading content to our site and use of your data

2.1 By using our Platform you will be required to upload your content (including documentation and data) to our platform. Please ensure that you have the necessary rights to do so and that the content is lawful and in compliance with these Terms. 

2.2 We use artificial intelligence and machine learning technologies in developing and improving our user experience and for the performance of our Platform.  As part of providing our Platform and services, we will process and store your inputs as well as the outputs from the platform, for the  purposes of training our models.

2.3 You retain ownership rights in the uploaded content, but you grant us a limited licence to use, store, analyse and copy that content, and any content derived from it, so that we may provide the Platofrm  and any related services to you.  You agree that we will be free (during and after the term hereof) to (i) use such information and data (in aggregate or de-identified form) to improve and enhance the Platform; and (ii) for other development, diagnostic and corrective actions in relation to our Platform and/or services.

2.4 We would encourage you to redact any personal data in the content that you upload. We confirm that we will not use AI for automated decision making in relation to personal data, and we will not disclose it to any unauthorised third parties in an unredacted or de-aggregated form.

2.5 We take our obligations in relation to our customer’s confidential information very seriously and agree that we shall not, at any time, disclose to any person any confidential information concerning your business, affairs, customers, clients or suppliers except as permitted by this clause. We may disclose your confidential information: (a) To our employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our obligations under this agreement. We shall ensure that our employees, officers, representatives, subcontractors or advisers to whom we disclose your confidential information comply with this clause; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

2.6. We adhere to the General Data Protection Regulation 2016, Data Protection Act 2018 and other relevant data protection laws. Please see our Privacy policy for more information.

3. Intellectual property rights

3. 1 You, and on behalf of your Authorised Users, acknowledge that all intellectual property rights in the Platform, belongs to us and/or our third party suppliers, that rights in the Platform are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Platform other than the right to use the Platform in accordance with the terms of this Agreement.

3.2 Except as expressly stated in this agreement, these terms do not grant you or any Authorised Users, any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights  in respect of the Platform.

3.3 We confirm that we have all the rights in relation to the Platform that are necessary to grant all the rights we purport to grant under, and in accordance with, these Terms.

Our Trade Marks Are Registered

‍3.4 The “Ookulli” name and “Ookulli” logo:  are registered trademarks of Ookulli.  You are not permitted to use them without our approval.

4. How we may use your personal information

4.1 To enable us to provide any services in relation to the Platform, you grant to us a non-exclusive right and licence to copy, process, store, transmit and use your data solely to the extent necessary to provide the Platform. 

4.2 Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes. In our Privacy Notice we also set out your rights in relation to your personal data and how to exercise them. This information is provided at ookulli.com/privacy-policy and it is important that you read that information.

5. Warranties and Limitation of Liability

5.1 Warranties

5.1.1 We do not warrant that the use of the Platform will be uninterrupted or error-free or that it will meet any heightened cybersecurity requirements.

5.1.2 You accept responsibility for the selection of the Platform to achieve its intended results and acknowledge that the Platform  has not been developed to meet your individual requirements.

5.1.3 For the avoidance of doubt, any outputs generated by the Platform do not constitute legal advice services, or any other type of legal services that require authorisation or regulation within the jurisdiction where the Platform is being provided to you.

5.1.4 Except as warranted in these terms, we hereby disclaim all warranties and conditions with regard to the Platform, including all warranties and conditions of merchantability, whether express, implied or statutory, fitness for a particular purpose, title and non-infringement.

5.1.5 We make no representations about the suitability of the information contained on the Platform and the Platform is provided on an "as is" basis without warranty of any kind.

Limitation of Liability

‍5.2 Except as expressly and specifically provided in these Terms:

(a) You assume sole responsibility for results obtained from the use of the Platform, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any outputs or information provided to us by you or any actions taken by us at your direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Platform and any associated platform for delivery of the Platform are provided to you, and any Authorised Users, on an "as is" basis.

5.3 We warrant that it we have and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

5.4 We are not liable for business losses. We only supply the Platform for internal use by you or your business, and you agree not to use the Platform for any resale purposes. If you use the Platform for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity, goodwill or reputation and we are not liable for any indirect or consequential loss. 

5.5 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.

5.6 You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

5.7 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 meets your requirements.

5.8 We do not provide or offer professional legal, tax, regulatory, financial, or other advice. You agree not to rely on any of our Services, Documents or Content as a substitute for professional legal advice, which you are responsible for sourcing yourself. We do not accept any liability to any person who does rely on the content of the services or deliverables as formal legal advice

5.9 Our Content is provided either by our internal team, external consultants, or third-party partners. While we make reasonable efforts to maintain the Content on the platform, we do not guarantee that the Content is kept up to date or that it or the Outputs are suitable for your particular use case, or that they will assist you in meeting your legal or regulatory obligations. We will not be liable to you for any damage caused by errors or omissions in information or data, or any tasks we have performed at your direction, or for any conclusions you draw or decisions you make through their use.

5.10 In the event where our Platform is infringing, at our discretion, we will either

(i) obtain a right for you to continue using the platform;

(ii) replace or modify the platform such that it is no longer infringing; or

(iii) terminate this Agreement by written notice to you.

(iv) reimbursement to the amount paid by the user in the last 12months

These remedies will be your sole and exclusive remedies (and our only liability to you) for any actual, alleged, or reasonably likely claim of infringement.

6. Application of consumer law:

‍Our Platform is intended for use by individuals and businesses. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws apply when using our Platform. Nothing in these terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement, repair or resupply of the Platform.

7. Term and Termination

7.1 These terms shall, unless otherwise terminated as provided in this clause 7, commence on the date you make payment on the platform to access to the Platform and shall continue on a pay as you go basis, unless:

(a)You cease using the Platform and request that your account is deleted by us; or
(b) The Agreement is otherwise terminated in accordance with the provisions of this agreement.

7.2 We may terminate this agreement immediately by written notice to you, via email, if you commit a material or persistent breach of this agreement which you fail to remedy (if remediable) within 5 days of being notified of the breach. 

7.3 Upon termination for any reason:

(a) all rights granted to you under the pay as you go package shall cease;
(b) you and any Authorised Users must cease all activities authorised by this package; and
(c) you and any Authorised Users must immediately delete or remove the Platform from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Platform then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

8. Payment Terms

8.1 You agree to pay all fees or charges incurred in connection with your purchases, any Authorised Users, for a licence to use of the Platform in accordance with the published prices, charges, and billing terms in effect at the time the fee or charge becomes payable.

8.2 All payments will be made electronically by credit card, debit card, direct debit, bank transfer, online third party payment system, or such other online payment provider. All amounts payable by you under this agreement will be paid to us without setoff or counterclaim, and without deduction or withholding. All electronic payments are subject to our obtaining preauthorization from the issuer of your payment card.

9. Other important terms

Communication between us

9.1 If wish to contact us in writing, or if any condition in this Agreement requires you to give us notice in writing, you can send this to us by email support@ookulli.com.

9.2 If we have to contact you or give you notice in writing, we will do so by email. 

9.3 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 terms.

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

9.5 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.

‍Governing Law

‍9.6 These Terms are governed by English law and you can bring legal proceedings in respect of this Agreement in the English courts.