Authorised-user Licence Agreement

Last updated: Jul 12, 2023

PLEASE READ CAREFULLY BEFORE ACCESSING THE MINDSET APP:‍

This authorised-user licence agreement (AULA) is a legal agreement between Customer’s Authorised Users (as defined in the Licence) (Authorised User or you) and MINDSET AI LTD (company number 12318480) whose registered office is at 68-80 Hanbury Street, London, England, E1 5JL (we, us or our), for our:

software modules (accessed on a SaaS basis) (the Subscription Services) which allow customers to create a downloadable mobile application (the App);
for the App itself; and
any documents provided by us in connection with the App (the Documents).

This AULA is supplemental to the licence agreement (Licence) entered into between us and our customer, who has purchased a licence from us to allow you to use the Deliverables (Customer). Your use of the Deliverables shall be subject always to the terms of this AULA, and to the terms of the Licence, including your being entitled to use the App under the Licence. We do not sell the Deliverables to you. We remain the owners of the Deliverables at all times.

We keep this AULA under regular review. It may change and if it does, these changes will be posted on this page and, where you use the Subscription Services, notified to you via the Subscription Services when you next log on or access same, or otherwise notified to you by email. In respect of users of the App, you will likely be required to read and accept the changes to continue your use of the App.

This version one of this AULA was first uploaded on July 2023 and historic versions (where applicable) can be obtained by contacting us.

Operating System Requirements – the App: To access and use the App you will require a modern Apple or Android device capable of running applications, internet access or Wi-Fi access allowing access to the relevant application store.

Operating System Requirements – the Subscription Services: To access and use the Subscription Services you will require a functioning hardware system and software facilitating access to the following modern and high-usage web browsers, namely: Chrome, Mozilla, Firefox, Safari or MS Edge, for the current and previous version of each such browser, and internet access.

In each case, we may reasonably notify changes to the above from time to time. It is your responsibility to ensure you have adequate equipment or software as we specify from time to time to access the Deliverables.

IMPORTANT NOTICE:

ACCEPTANCE OF THIS AULA: By creating an account through the App or Subscription Services you agree to the terms of this AULA which will bind you. The terms of this AULA include, in particular, and the limitations on liability in condition 8. If you do not agree to the terms of this AULA, we will not licence the Deliverables to you, and you must not click “Accept” or proceed to use the Deliverables.
CHARGES FOR USE OF THE DELIVERABLES: You will not be charged for accessing or using the Deliverables however, your access to and use of the Deliverables will be subject always to that access and use taking place in accordance with the terms and conditions of the Licence, including the payment of any necessary fees by the Customer.
YOUR AGE: You must be aged 18 or over to accept this AULA and use the Deliverables (or of the age of majority in the country in which you reside, where higher).

You should print or save a copy of this AULA for future reference.

AGREED TERMS

1. ACCOUNT OPENING AND SECURITY

1.1 When opening your account, you warrant and represent to us that all information you provide in connection with your account opening or when using the Deliverables is true, accurate and complete (and that you will inform us if it changes at any time whilst you use the Deliverables) and that you are legally authorised to use, share or process it for the purposes for which it has been used, shared or processed.

1.2 To open an account, you must be a single human person responsible for everything done under that account. You must also be capable of entering into legally binding contracts. Therefore, you must also be of legal age to use the Deliverables in the country you reside in (or whose laws apply to them). Accounts registered by automated methods or by multiple individuals are not permitted.

1.3 You must not allow any other individual to access or use your account and you remain responsible at all times for any actions taken using your account or using the Deliverables, including where you inadvertently display any data held by your account. You are responsible for keeping your account secure while using the App and Subscription Services and preventing any unauthorised access to them, including maintaining your account's security at the highest possible level and not disclosing credentials to third parties.

1.4 We may offer tools such as minimum password requirements to help you maintain the security of your account, but the content of your account and its security are up to you. If you suspect that anyone other than yourself has wrongfully obtained your password, you should immediately both reset it and let us know if you suspect any unauthorised, fraudulent or wrongful activity has occurred through your account.

1.5 You accept that you are responsible for all information uploaded, content posted and activity that occurs under your account and that we are not liable for any loss or damage from your failure to comply with these obligations.

2. ACKNOWLEDGEMENTS

2.1 The terms of this AULA apply to the Deliverables, including any updates or supplements to either the App or the Subscription Services.

2.2 We may change this AULA at any time by notifying you of a change when you next start to use the App. The version of this AULA then in force will apply and may be displayed on-screen and you may be required to read and accept it to continue your use of the App.

2.3 You will be assumed to have ensured that any devices from which the App or Subscription Services may be accessed (Devices) have the appropriate security features to meet the requirements at clause 1.3. You will be assumed to have obtained permission from the owners of Devices, if not you, that you use the or Subscription Services on. You and they may be charged by your and their service providers for internet access on the Device. You accept responsibility in accordance with the terms of this AULA for the use of the App or Subscription Services on or in relation to any Device, whether or not it is owned by you. If you sell or dispose of any Device from which the App have been used (if applicable), you must log out of your account to access the App or Subscription Services and uninstall the App from any mobile Device.

2.4 The App or Subscription Services may contain links to, or be available from, other independent third-party websites or services (Third-party Services). Third-party Services are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Services including the use of the Third-party Services or any other products or services available through them, and we are not responsible where any failure of the App or Subscription Services is attributable to their integration with such Third-party Services.

2.5 By using the App, you agree to us collecting and using technical information about the Devices you use the App on and related software, hardware and peripherals to improve our products and to provide the App to you or the Customer.

2.6 From time to time, we may automatically update or change the App or Subscription Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the App (in respect of the App only) for these reasons. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App, or the App may operate with reduced functionality.

2.7 Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

3. GRANT AND SCOPE OF LICENCE

3.1 In consideration of you agreeing to abide by the terms of this AULA, we grant you a revocable, non-transferable, non-sublicensable and non-exclusive licence to use the Deliverables on the basis outlined below, subject to this AULA, the terms of the Licence and the terms of the Privacy Policy for the relevant duration of the Licence. We reserve all other rights.

‍3.2 You may:

(a) access and use the applicable functions of the App and Subscription Services (as they are functionally contemplated to operate within the Documents) only for the purposes permitted by the Licence (within the relevant Field of Use, as defined therein), subject to the terms of this AULA and the Licence (if you are unclear whether you meet these requirements or what usage is permitted under the Licence, please contact us or the Customer); and

(b) access and use the Documents to facilitate your use of the App and Subscription Services for the above purposes only.

4. LICENCE RESTRICTIONS

Except as expressly set out in this AULA, or to the extent such acts or omissions cannot be restricted by applicable law, you agree:

(a) not to copy the Documents, except where such copying is incidental to normal use of the App or Subscription Services;

(b) not to attempt to harvest or otherwise collect information or otherwise access, monitor, or copy any content or information from the App or Subscription Services using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;

(d) not to rent, lease, sub-license, loan, provide, or otherwise make available the Deliverables, in any form, in whole or in part to any person, or allow any person to access your account, without prior written consent from us;

(e) not to translate, merge, adapt, vary or modify the whole or any part of the Deliverables, nor permit them or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App or Subscription Services on Devices as permitted in this AULA;

(f) not access our Deliverables to build a product or service which competes with the App or Subscription Services;

(g) not to, or attempt to, disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or Subscription Services or their underlying software, or attempt to do any such thing except to the extent that such actions cannot be prohibited by English law and then only for the purposes which cannot be prohibited by law and as are incidental to proper use of the App or Subscription Services (the Permitted Objective), and in such cases provided that the information obtained by you during such activities:

(i) is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and

(ii) is not used to create any software that is substantially similar in its expression to the App or Subscription Services;

(iii) is kept secure;

(iv) is used only for the Permitted Objective; and

(v) include our copyright notice on all entire and partial copies you make of the App or Subscription Services on any medium;

(h) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App or Subscription Services (including ensuring you do not access or download the App or Subscription Services from any country where you would be prohibited from doing so by law (including relevant UK export control laws)) (Technology);

(i)not to in any way breach Data Protection Law which for the avoidance of doubt shall mean (a) the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 and any applicable legislation in force from time to time in the United Kingdom relating to the processing of personal data; and (b) any statutory codes of practice issued by the UK Information Commissioner (or its equivalent in other territories) in relation to such legislation, including to upload personal data relating to anyone other than yourself via the App or Subscription Services other than where ancillary to the purposes for which you are authorised to use the App or Subscription Services (and where you have a lawful basis to do so).

Together the restrictions set out above shall be known as the Licence Restrictions.

5. ACCEPTABLE USE RESTRICTIONS

You must:

(a) read and comply with any directions or notices posted on the App or Subscription Services portals or login from time to time that are relevant to the provision of the App or Subscription Services;

(b) not use the App if you are not able to form legally binding contracts or are under the legal age in the country in which you reside (or to whose laws you are subject at any time);

(c) not attempt to scan or test the security or configuration of the App or Subscription Services or the servers, computers or databases on which they are hosted or to breach security or authentication measures without proper authorisation from us;

(d) not use the App or Subscription Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this AULA or the Licence, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or otherwise technologically harmful material, into the App or Subscription Services or any operating system, or use the App or Subscription Services irresponsibly;

(e) use the App and Subscription Services and undertake any activities under this AULA in compliance with all applicable laws and regulations, including any applicable industry code of conduct, recommendations or guidelines issued by any relevant trade organisation or industry body;

(f) not use the Deliverables where you cease to be authorised to do so under the Licence;

(g) not infringe our intellectual property rights or those of any third party in relation to your use of the Deliverables, including the submission of any material (to the extent that such use is not licensed by this AULA);

(h) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or Subscription Services;

(i) not access without authority, interfere with, damage or disrupt any part of our website, any equipment or take any action that places excessive demand on our App or Subscription Services, or imposes, or may impose an unreasonable or disproportionately large load, or otherwise disable, overburden or impair (as determined in our sole discretion), our servers or other portion of our infrastructure supporting our App or Subscription Services;

(j) not attempt to gain unauthorised access to the servers, computers or databases on which our App or Subscription Services are hosted (or to which they are connected or linked) via a denial-of-service attack or a distributed denial-of-service attack;

(k) not use the App or Subscription Services to process, store or record any sensitive information, i.e. (a) credit or debit card numbers; personal financial account information; national insurance or social security numbers or equivalents; passport numbers; driver’s licence numbers or similar identifiers; passwords; details of racial or ethnic origin; or other employment, or financial information, including any information defined under the UK Data Protection Legislation as ‘Sensitive Personal Data’ (or any analogous term which may apply from time to time), or any information subject to the US Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information as amended or applicable worldwide from time to time (if you do so accidentally (or otherwise) you should delete such data immediately);

(l) comply with any restrictions, terms of use or agreements in place between you and the Customer when using the App or Subscription Services;

(m) not use the App or Subscription Services in a way that could damage, disable, overburden, impair or compromise our systems or security (or those of our third-party suppliers or licensors) or interfere with other users; and

(n) not collect or harvest any information or data from the App or Subscription Services or our systems or attempt to decipher any transmissions to or from the servers running the App or Subscription Services,

Together the restrictions set out above shall be known as the Acceptable Use Restrictions.

If you have seriously breached this AULA, you may commit a criminal offence in the UK or elsewhere. We may report any such breach to the relevant law enforcement authorities and cooperate with those authorities by disclosing your identity to them.

6. INTELLECTUAL PROPERTY AND DATA

Customer Data

6.1 Whilst you are responsible for your account and any data you upload through it (the Customer Data), this shall be subject to any access or control rights that apply between you and the Customer who has paid for your licence to access the App. As a default the Customer will have access to all Customer Data collected by the App;

6.2 You warrant and represent that any Customer Data shall comply with the following standards (including the Acceptable Use Restrictions and Licence Restrictions) (the Standards).

Any Customer Data must:

Be accurate (where it states facts);
Be genuinely held (where it expresses opinions); and
Comply with the law applicable in the UK and in any country from which it is posted.

Customer Data must not:

Be defamatory of any person;
Be obscene, offensive, hateful or inflammatory;
Bully, insult, intimidate or humiliate;
Promote sexually explicit material;
Promote violence;
Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
Infringe any copyright, database right, trademark or other intellectual property rights of any other person;
Be likely to deceive any person;
Breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
Promote any illegal activity;
Be in contempt of court;
Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
Be likely to harass, upset, embarrass, alarm or annoy any other person;
Impersonate any person, or misrepresent your identity or affiliation with any person;
Give the impression that it emanates from or relates to us or one of our employees, or a third party or one of its employees, unless genuine;
Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducements to the commission, preparation or instigation of acts of terrorism;
Contain viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to affect any computer software or hardware operation adversely; or

6.3 The Standards apply to any Customer Data and must be complied with in spirit and to the letter and apply to each part of any Customer Data and its whole. We will determine, at our reasonable discretion, whether any Customer Data breaches the Standards. You and the Customer are each responsible for the content of, and for any harm resulting from, any Customer Data that you post, upload, link to or otherwise make available via the App, regardless of the form of that Customer Data.

Our Intellectual Property Notices

6.4 You acknowledge that all intellectual property rights in the Deliverables anywhere in the world, and in the data you access through or on them (other than the Customer Data) (such data being Our Data), belong to us or our licensors, that access to the App is licensed (not sold) to you and the Customer, and that neither you nor they have any rights in, or to, the App, the Documents or the Technology other than the right to use each of them in accordance with the terms of this AULA and the Licence. We reserve all such rights accordingly.

6.6 You may not duplicate, copy, or reuse any portion of the App or Subscription Services or our trademarks, without our express permission, save as set out in the "Linking to Our App or Website" section below.

6.7 Nor must you access the App or Subscription Services where you are engaged as an employee or contractor with any business that competes with our own or to attempt to gain access to our confidential information with a view to building, creating or amending any software or service which competes with any element of the Deliverables offered by us.

6.8 You acknowledge that you have no right to have access to the software underlying the App or Subscription Services in source-code form.

LICENCE GRANTS

Using the App means you are granted specific licences or rights by both other users and us, and that is required; in turn, you grant specific licences or rights to other users and us. Each of these licences is described below:

Your Licence to Link to Our App or Website

6.9 You may link to our App (including where you do not have an account with us) or website, provided you do so fairly and legally and in a way that does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our website or App on any website that you do not own unless you have relevant authorisations. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the content standards set out in this AULA. Our website or App must not be framed on any other site.

6.10 We may withdraw this AULA at any time on notice. If you have an account with us and wish to link to or make any use of Our Data other than that set out above, please contact us.

The Licence You Grant to Us

6.11 By opening an account with us, you grant and assign us, and our successors and assigns a non-exclusive, worldwide, royalty-free licence and right to process your Customer Data (in the manner in which you, other Authorised Users or the Customer have made it available) as contemplated under the Licence and this AULA. For example, this may include a right to store it on our database, where we are hosting the Customer Data on behalf of the Customer, and make backups and to analyse it only where strictly necessary to provide the App only (in the circumstances noted below).

6.12 As noted above and in our Privacy Policy, we do not sell any Customer Data or otherwise distribute or use it outside the context of providing the App and Subscription Services as noted above.

6. 13 This licence will end or be revoked within a certain period after your account is cancelled (or the Licence is terminated), or you or the Customer have deleted all copies of the relevant Customer Data uploaded to the App and Subscription Services. Our Customer Data retention policies are outlined in our Privacy Policy or in the Licence (which shall take priority).

6.14 You also grant us a non-exclusive, perpetual, royalty-free, fully paid-up, worldwide, transferable and sub-licensable licence, to copy, modify, distribute, transmit, and process the Customer Data in an aggregated and non-identifiable form (only) for our legitimate business purposes including for testing, development, controls and operations of the App and Subscription Services, and agree that we may share and retain such data at our discretion.

The Licence you grant to your Customer

6.15 Any Customer Data you post or share will be viewed by the Customer and other Authorised Users approved by the Customer by default, subject to any access restrictions or parameters set within the App by the Customer’s account administrators or referenced in the AULA. By using the App, you agree to allow the Customer and (where applicable) its other Authorised Users to view, copy and download the Customer Data, unless alternative arrangements are agreed between you and the Customer. As such, any Customer Data will be subject to the Customer’s privacy policies and procedures. The Customer, rather than us, is responsible for how your Customer Data is processed from a personal data perspective, and we act as a processor processing data in accordance with their instructions, rather than a controller, who decides the purposes for which and the means by which personal data is processed.

6.16 In the event of any conflict or inconsistency between the terms of this AULA and the terms you have agreed in writing with the Customer or other users as regards the Customer Data, the latter shall prevail over the former.

Moral Rights

6.17 Unless you otherwise waive them, you retain all moral rights to Customer Data that you upload, publish, or submit to any part of the App, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted to us by you above, but not otherwise.

Feedback

6.18 We're always trying to improve our App and services, and your feedback will help us do that.

‍6.19 If you give us any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback for our products or services (Feedback), you acknowledge and agree by accepting this AULA that we will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual licence to implement, use, modify, commercially exploit or incorporate the Feedback into our products, services, and documentation.

Intellectual Property Infringement

6.10 If you believe that content you have accessed through the App or Subscription Services infringes your intellectual property rights, please contact us. There may be legal consequences for sending a false or frivolous notice, and we will close your account if you repeatedly send wrongful intellectual property infringement notices.

7. YOUR PERSONAL DATA

7.1 When you use the App or Subscription Services to process any personal data comprised in your Customer Data, we will either act as:

(a) a data controller, where we decide the purposes for which and the means by which your personal data is processed); or

(b) a data processor, where we do not make any decisions regarding the purposes for which and the means by which your personal data is processed. In these circumstances, we process personal data on behalf of the relevant Customer (as data controller), and are restricted in the manner and purpose for which we can use personal data which is processed in accordance with the instructions of the Customer (including where applicable in the manner outlined in these terms) and we will also be subject to other obligations under data protection legislation.

‍7.2 In either case, the Customer will act as a data controller with respect to any of your personal data collected by the App, and will do so in accordance with the applicable terms of the Customer’s privacy policy from time to time, (which may not cover only the App, but other software and interactions with third parties – some of which may not be relevant to you).

7.3 Where we act as a data controller, the terms of our own privacy policy will also apply, and they are incorporated into this AULA by reference and apply (as relevant) to any of your personal data which we may process as a data controller part of your use of the App and Subscription Services.

7.4 In either case, when using the App and Subscription Services you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any information you transfer using the App or Subscription Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

7.5 By using the App, you consent to us collecting and using non-identifiable technical information about the Devices and related software, hardware and peripherals that are internet-based or wireless to improve our App and provide it to you.

8. DISCLAIMERS

8.1 As you are not paying us for access to the Deliverables, to the utmost extent permitted by law, we provide the Deliverables "as is" and "as available" to you without any kind of warranty (other than any warranties given to your Customer under the Licence). Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Deliverables or the content, statements or other information contained on or through them including, but not limited to, those of title, non-infringement, merchantability, and fitness for a particular purpose.

8.2 We incorporate artificial intelligence functionality into the App, which utilises third-party large-scale language models or other generative or similar AI (together Generative AI), to deliver certain features of the App. This Generative AI may utilise both general “Open Models” trained on all text, video, audio or other data content (content) sources available on the Internet accessed by the relevant Generative AI, or, at Customer’s option, “Closed Models” which utilise proprietary content sets made available by the Customer to train the Generative AI, typically to generate responses to Customer’s, your or another App user’s requests or queries (Open Model and Closed Model are together defined as AI below).

8.3 Whilst we (and the AI providers whose functionality we utilise) will treat any responses or content generated by the AI featured in the App as proprietary to the Customer, you, or the relevant App user, given the nature of machine learning, and the fact that AI uses all sources available on the Internet as a training set, outputs may not be unique across users and the App may generate the same or similar output for you or any other third party using AI, in particular in respect of Open Models. For example, you may provide input to a model such as “What colour is the sky?” and receive output such as “The sky is blue.” Other users may also ask similar questions and receive the same response. Responses or content that are requested by and generated for other users are not considered unique or proprietary to the Customer (or you or another user of the App). While responses or content generated through a Closed Model are more likely to be unique, due to their access to Customer’s proprietary information, we cannot guarantee the uniqueness of any responses or content generated by AI.

8.4 You acknowledge that Mindset serves as an intermediary tool for building AI services into the App, and does not and cannot guarantee the accuracy, completeness, lawfulness or appropriateness of any content generated by AI.

8.5 You are solely responsible for monitoring, reviewing, and managing any content generated by AI, as well as for dealing with any issues that may arise from its use. You are also responsible for complying with any applicable law when using AI.

8.6 You are responsible for any personal data contained in any requests or queries you submit to the AI, and ensuring that the relevant data subjects have properly consented to use of their data in such contexts (in this regard the third party AI provider is a processor and either you or the Customer will be the controller of such personal data). You may wish to refrain from (and procuring that its Authorised Users and End Users refrain from) sharing any personal data in Open Model AI tools for these reasons and should ensure you have liaised with the Customer to understand their policies in this regard.

8.7 The nature of AI makes it impossible to trace the source of content that it generates, and therefore the source of any personal data or other information contained therein. You acknowledge that, where AI output contains personal data, this data may have been obtained without the consent or knowledge of the relevant data subject, and you use such data at your own risk.

8.8 We cannot guarantee the source of outputs generated through Open Model AI. The Open Model uses AI that is trained on all available Internet sources, and the Closed Model uses the Customer’s specific proprietary information. When you use the Closed Model, in theory, the generated outputs will be based solely on the Customer’s proprietary information, however, we cannot guarantee this, and they may contain infringing content or may be similar or identical to content generated by and for other users, to the extent that such information is contained in the Customer’s proprietary data set.

8.9 We encourage you to exercise caution and judgment when using AI and to always verify the accuracy and appropriateness of content outputs, including for potential hallucinations and confabulations, or third-party IPR infringement.

8.10 Neither we nor our affiliates or any of their respective employees, agents, merchants, third-party content providers or licensors, or any of our officers, directors, employees or agents warrant that the App or Subscription Services will meet your requirements; that the App or Subscription Services or your use of them will be uninterrupted, secure, or error-free; that the information provided through the App or Subscription Services is accurate, complete, reliable or correct; that any defects or errors will be corrected; that the App or Subscription Services will be available at any particular time or location; or that the App or Subscription Services are free of viruses or other harmful components.

8.11 You assume full responsibility and risk of loss resulting from your downloading or using files, information, content or other material obtained from the App or Subscription Services, as well as your proper use of the App or Subscription Services, and any decisions taken by you on foot of same.

8.12 To the extent permitted by law, time shall not be of the essence for any of our obligations under this AULA.

9. LIMITATION OF LIABILITY – IMPORTANT – PLEASE REVIEW CAREFULLY

9.1 Mindset provides, through the Subscription Services, a framework or platform allowing you and the Customer to develop a tailored App for use by third parties (as permitted by the Licence) and the Customer is required to prepare and provide relevant content to ensure that this objective is met. Use of the Subscription Services requires skill and knowledge and you must have and exercise same, and appropriate judgment, when using the Subscription Services.

9.2 You further acknowledge that the Customer has explained the relevant acknowledgements, limitations and proper functions of the App, as outlined in the Licence, to you, and that you will use the App with those in mind.

9.3 We only supply the Deliverables for the Purpose of the Customer’s business (as permitted in the Licence), and you agree not to use the Deliverables for any re-sale purposes.

9.4 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

(a) loss of profits, sales, business, or revenue;

(b) business interruption;

(d) loss or corruption of data or information;

(e) loss of business opportunity, goodwill or reputation;

whether any of the losses set out in Condition 9.4(a) to Condition 9.4 (e) are direct or indirect; or

(f) any special, indirect or consequential loss, damage, charges or expenses.

9.5 You accept and acknowledge that we do not owe any duty of care to anyone other than the Customer in respect your use of the App, and we will not be liable to you in respect of same accordingly.

9.6 In light of the other provisions above, and our liability to the Customer as explained in clause 9.5, other than the losses set out in Condition 9.4 (for which we are not liable), our maximum aggregate liability under or in connection with this AULA whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to zero. This maximum cap does not apply to clause 9.7.

9.7 Nothing in this AULA shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud or fraudulent misrepresentation;

‍9.8 This AULA sets out the full extent of our obligations and liabilities in respect of the supply of the Deliverables. Except as expressly stated in this AULA, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Deliverables which might otherwise be implied into, or incorporated in, this AULA whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

‍9.9 You acknowledge and agree that access and use of the App constitutes reasonable and sufficient consideration and acknowledge that you have not paid directly for access to any of the App. In return for that access, you are willing to adhere to terms of this AULA, and also accept the limitations, disclaimers and releases outlined in this AULA as reasonable and proportionate.

10. BETA SOFTWARE

10.1 Beta App is any App, or App features or services, we identify as beta, preview or in similar terms. As a Beta App user, you may get access to information that isn't yet publicly available about new products and features that we plan to offer. Given the nature of this information, it's important to us that you keep it confidential.

10.2 You agree that any Beta App information we give you that isn't yet in the public domain, for example, information about a preview for a new Beta App, is our confidential information (Confidential Information), whether or not expressly labelled as such. You agree only to use such Confidential Information to test and evaluate the Beta App (the Purpose), not for any other purpose.

10.3 You also agree not to disclose, publish, or share any Confidential Information with or to any third party unless we have set up the Beta App in such a way that expressly encourages this (for example, where you are part of a forum we have organised to trial or discuss a new Beta App).

10.4 Finally, you agree to exercise the same degree of care with our Confidential Information to prevent any breach of the above terms as you would with your own sensitive, private or confidential information, which shall, in any event, be no less than a reasonable degree of care.

Exceptions

10.5 Confidential Information does not include information that is:

(a) (or becomes) publicly available without breach of this AULA through no act or inaction on your part (for example, where a previously private Beta App is rolled out as a regular Service by us);

(b) independently developed by you without breach of any confidentiality obligation to us or any third party; or

10.6 If you are required to disclose Confidential Information according to any order by a court or regulatory authority with jurisdiction over us, provided that we have been given reasonable advance written notice to object (unless prohibited by law) and the disclosure is limited to the maximum extent possible to comply with such an order of law.

‍11. INDEMNITY AND RELEASE – IMPORTANT - PLEASE REVIEW CAREFULLY

‍11.1 You expressly agree that use of the Deliverables takes place at your and the Customer’s sole risk.

‍11.2 If any disputes or disagreements arise between you and any third parties in connection with your use of the Deliverables, including the Customer, you agree to release us from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes or disagreements.

11.3 You further agree to indemnify, defend, and hold us and our affiliated companies, directors and employees harmless from and against any claims, liabilities, and expenses, including attorneys’ fees, arising out of such disputes or claims relating to them, including but not limited to your violation of this AULA, other than any disputes, claims or disagreements arising from our breach of this AULA or the Licence, provided that we:

(a) promptly give you written notice of the claim, demand, suit or proceeding;

(b) subject to you giving us such security as to financial cost as we reasonably require, and to our right to participate in and be advised on the progress of settlement of any claim via a counsel of our choosing, give you primary control of the defence and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases us of all liability); and

12. TERMINATION OR SUSPENSION

12.1 We may terminate this AULA immediately by written notice to you:

(a) if you commit a material or persistent breach of this AULA which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or

(b) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.

‍12.2 We may immediately suspend your access to the Deliverables without notice for: (i) use of the App in a way that violates applicable laws or regulations or the terms of this AULA (or the Licence), (ii) posting or uploading material that infringes or is alleged to infringe on the intellectual property rights of any person or relevant law, or (iii) to protect the integrity, operability, and security of the App. We may also, without notice, review, edit and delete any Customer Data that we have reason to determine (acting in good faith) violates this AULA (or the Licence), but you acknowledge and agree that we have no duty to, and shall not, pre-screen, control, monitor or edit Customer Data. We will, in our discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the App.

12.3 This AULA shall terminate automatically upon the termination or expiry of the Licence for any reason.

12.4 On termination or expiry of this AULA for any reason:

(a) all rights granted to you under this AULA shall cease; and

(b) you must immediately cease all activities authorised by this AULA, including your use of the App.

‍13. COMMUNICATION BETWEEN US

13.1 If you wish to contact us in writing, or if any condition in this AULA requires you to give us notice in writing, you can send this to us by e-mail to legal@mindset.ai. We will confirm receipt of this by contacting you in writing, normally by e-mail.

13.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your request for the App.

14. THIRD PARTY TERMS

14.1 The software code supporting the App may from time to time utilise third-party software, or data streams, which are subject to third-party licence terms. You may also be required to agree and adhere to third-party terms where you access any application that integrates with the App.

14.2 Whilst we take no responsibility for your adherence to such terms or the actions taken by third parties, you warrant and represent that you will honour and adhere to such terms when using the App and that you will not hold us responsible for any interactions with such third parties or their terms, including for wrongful or negligent acts or omissions, or breaches of contract.

14.3 We do not control such sites, services or resources provided by third parties, or the content, messages or information found in or on, or accessible through them or integrated with the App. We disclaim and will have no liability regarding such sites or services and any actions resulting from your use of the same. The availability of such sites or services on or through our App does not mean we endorse, support or warrant such sites, resources or services.

‍15. OTHER IMPORTANT TERMS

15.1 We shall have no liability if we are prevented from or delayed in performing its obligations under the AULA or Licence, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, for example, strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

15.2 Unless specifically provided otherwise, our rights arising under the AULA are cumulative and do not exclude rights provided by law.

15.3 If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

15.4 This AULA, and any documents referred to in it, constitute the whole agreement between you and us and supersede any previous arrangement, understanding or agreement between them relating to their subject matter.

15.5 Other than our affiliated companies (who may enforce the relevant provisions of this AULA), and our third-party licensors (who may enforce the applicable licences you have agreed under clause 15.1 directly), nothing in this AULA confers or purports to confer any right to enforce any of its terms on any person who is not a party to it, and any such person shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 (or otherwise) to enforce any term of this AULA.

15.6 Any correspondence between the parties regarding this AULA or its subject matter shall be exclusively in the English language.

15.7 We might make versions of this AULA available in languages other than English. If we do, the English version will govern the parties’ relationship. The translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

15.8 Unless otherwise stated in this AULA, no amendment or variation to it shall be effective unless it is in writing and agreed by both parties (or their authorised representatives). The above notwithstanding, we may, acting in our sole discretion, amend this AULA from time to time and will endeavour to provide you with thirty (30) days’ notice before making the change effective when we do so. If you object to any change the change shall not take effect (in relation to you only) until the expiry of the then current Initial Subscription Term or Renewal Period of (and as defined in) the Licence (prior to which the Customer will have had an option not to renew the Licence into such subsequent term), and the version of this AULA applicable to you until that point shall be the version applicable immediately prior to the latest update. Thereafter the updated version of the AULA in force as at that date shall apply regardless. Every time you sign up for an account with us, the terms applying to the Agreement between the Parties shall be as outlined in the relevant version of this AULA in force at the time of sign-up.

15.9 We may transfer our rights and obligations under this AULA to another organisation, but this will not affect your rights or our obligations under this AULA.

15.10 You may only transfer your rights or obligations under this AULA to another person if we agree in writing.

15.11 If we fail to insist that you perform any of your obligations under this AULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

15.12 Please note that this AULA, its subject matter and its formation, including non-contractual disputes, are governed by English law. You and we both agree that the courts of England will have exclusive jurisdiction.

This AULA has been entered into on the date you click “Accept” to signify that you have read and accept this AULA, and that you agree to be bound by its terms with respect to your use of the Deliverables.

Authorised-user Licence Agreement

IMPORTANT NOTICE:

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