Minimum Terms for End-User Agreement

Last updated: Jul 12, 2023

These minimum terms (the Terms) set out the contractual requirements for Mindset AI Ltd (company number 12318480) (we, us, our) who host this app and the underlying software architecture (the App). It is supplemental to any EULA entered into between you (End User or you) and our customer (the Customer) for your use of the App, and shall be subject always to the terms of that EULA, including your being entitled and licensed to use the App under the EULA, as well as our licence with the Customer for the App (the Licence).

AGREED TERMS

1. ACCOUNT OPENING AND SECURITY

‍1.1 When opening your account, you warrant and represent to the Customer that all information you provide in connection with your account opening or when using the App is true, accurate and complete (and that you will inform the Customer if it changes at any time whilst you use the App) 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 App 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 App, including where you inadvertently display any data held by your account. You are responsible for keeping your account secure while using the App and preventing any unauthorised access to it, including maintaining your account's security at the highest possible level and not disclosing credentials to third parties.

1.4 The App 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 the Customer know if you suspect any unauthorised, fraudulent or wrongful activity has occurred through your account.

‍1.5 You accept that are responsible for all information uploaded, content posted and activity that occurs under your account and that neither we nor the Customer are not liable for any loss or damage from your failure to comply with these obligations.

‍2. ACKNOWLEDGEMENTS

2.1 You will be assumed to have ensured that any devices from which the App 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 App on. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of these Terms for the use of the App 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 has been used (if applicable), you must log out of your account to access the App and uninstall the App from any mobile Device.

2.2 The App 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 or our Customer’s 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 is attributable to their integration with such Third-party Services.

‍2.3 By using the App, you agree to us and the Customer 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.

2.4 From time to time, we or the Customer may automatically update or change the App to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the App 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 it may operate with reduced functionality.

‍3. LICENCE RESTRICTIONS

Except to the extent such acts or omissions cannot be restricted by applicable law, you agree:

(a) not to copy any documentation provided together with the App (Documents), except where such copying is incidental to normal use of the App;

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

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

(e) not to translate, merge, adapt, vary or modify the whole or any part of the App or Documents, 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 on Devices as permitted in these Terms;

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

(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 their underlying software, or attempt to do any such thing;

(h) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App (including ensuring you do not access the App 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 other than where ancillary to the purposes for which you are authorised to use the App (and where you have a lawful basis to do so).

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

4. ACCEPTABLE USE RESTRICTIONS

You must:

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

(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 the servers on which the App is hosted or to breach security or authentication measures without proper authorisation from the Customer and Mindset;

(d) not use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms or the EULA, 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 any operating system, or use the App irresponsibly;

(e) use the App and undertake any activities under these Terms 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 App or the Documents where you cease to be authorised to do so under the EULA;

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

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

(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 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;

(j) not attempt to gain unauthorised access to the server on which our App resides or any server, computer or database connected to any servers on which the App is hosted via a denial-of-service attack or a distributed denial-of-service attack;

(k) not use the App 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, including the EULA;

(m) not use the App 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 our systems or attempt to decipher any transmissions to or from the servers running the App,

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

If you have seriously breached these Terms, 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.

5. INTELLECTUAL PROPERTY AND DATA

‍Customer Data

5.1 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 licensed you to access the App (through the EULA). As a default, the Customer will have access to all Customer Data collected by the App.

‍5.2 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; or
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.

5.3 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

5.4 You acknowledge that all intellectual property rights in software underlying the App and in the Documents anywhere in the world, and in the data you access through or on them (other than the data belonging to our Customer) (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 or Documents or other than the right to use each of them in accordance with the terms of these Terms and the Customer’s licence with us. We reserve all such rights accordingly.

5.6 You acknowledge that you have no right to have access to the software underlying the App 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:

The Licence You Grant to Us

‍5.7 By opening an account for the App, you grant and assign us, and our successors and assigns a non-exclusive, worldwide, royalty-free licence and right to process your Customer Data as contemplated under the EULA. 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). We do not sell any Customer Data or otherwise distribute or use it outside the context of providing the App.

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

‍5.9 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

5.10 Any Customer Data you post or share will be viewed by the Customer and 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 EULA. 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.

5.11 In the event of any conflict or inconsistency between these Terms and the terms you have agreed in writing with the Customer or other users as regards the Customer Data (including the EULA), the latter shall prevail over the former.

Moral Rights

5.12 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.

Intellectual Property Infringement

5.13 If you believe that content you have accessed through the App infringes your intellectual property rights, please contact the Customer in the first instance, as all content hosted on the App will typically be proprietary to the Customer or its licensors.

6. DISCLAIMERS

6.1 As you are not paying us for access to the App, to the utmost extent permitted by law, we provide the App "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 App 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.

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

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

6.4 We incorporate artificial intelligence functionality into the App, which utilises third-party large-scale language models (LLMs) or other generative or similar/related AI functionality (Generative AI) to deliver certain features of the App. This Generative AI may utilise both general “Open Models” trained on all text sources available on the Internet accessed by the relevant Generative AI, or, at the Customer’s option, “Closed Models” which utilise proprietary data 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).

6.5 Whilst we (and the Generative AI providers whose functionality we utilise) will treat any responses generated by the LLMs 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 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 generated through or content generated by 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 Generative AI.

6.6 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.

6.7 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.

6.8 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 LLM 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 procure 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.

6.9 The nature of Generative AI makes it impossible to trace the source of content generated by AI, 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.

6.10 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.

6.11 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.

7. LIMITATION OF LIABILITY – IMPORTANT – PLEASE REVIEW CAREFULLY

7.1 You acknowledge that the App 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 App meet your requirements.

7.2 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 App 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 7.2(a) to Condition 7.2 (e) are direct or indirect; or

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

‍7.3 You accept and acknowledge that we do not owe any duty of care to anyone other than the Customer in respect of your use of the App, and we will not be liable to you in respect of same accordingly.

7.4 In light of the other provisions above, and our liability to the Customer as explained in clause 7.3, other than the losses set out in Condition 7.2 (for which we are not liable), our maximum aggregate liability under or in connection with the App whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £10 (ten pounds sterling)), or the lowest sums permitted by relevant law. This maximum cap does not apply to clause 7.5.

‍7.5 Nothing in these Terms shall limit or exclude our liability for:

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

(b) fraud or fraudulent misrepresentation;

7.6 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 these Terms, and also accept the limitations, disclaimers and releases outlined in these Terms as reasonable and proportionate.

8. INDEMNITY AND RELEASE – IMPORTANT - PLEASE REVIEW CAREFULLY

‍8.1 You expressly agree that use of the App and Documents takes place at your and the Customer’s sole risk.

8.2 If any disputes or disagreements arise between you and any third parties in connection with your use of the App, 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.

8.3 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 these Terms, other than any disputes, claims or disagreements arising from our breach of these Terms 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

9. TERMINATION OR SUSPENSION

9.1 We may terminate your account and access to the App immediately without notice:

(a) if you commit a material or persistent breach of these Terms 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.

‍9.2 We may immediately suspend your access to the App or Documents without notice for: (i) use of the App in a way that violates applicable laws or regulations or the terms of these Terms (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 these Terms (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.

‍9.3 These Terms shall terminate automatically upon the termination or expiry of the EULA or Licence for any reason.

‍10. COMMUNICATION BETWEEN US

10.1 If you wish to contact us in writing, or if any condition in these Terms 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.

10.2 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.

‍11. THIRD PARTY TERMS

11.1 The software code supporting the App may from time to time utilise third-party software components, or data streams, which may be 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.

11.2 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.

11.3 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.

12. OTHER IMPORTANT TERMS

12.1 Unless specifically provided otherwise, our rights arising under these Terms are cumulative and do not exclude rights provided by law.

‍12.2 If any provision (or part of a provision) of these Terms 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.

12.3 These Terms, 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.

‍12.4 Other than our affiliated companies (who may enforce the relevant provisions of these Terms), and our third-party licensors (who may enforce the applicable licences you have agreed under clause 11.1 directly), nothing in these Terms 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 these Terms.

‍12.5 Any correspondence between the parties regarding these Terms or their subject matter shall be exclusively in the English language.

‍12.6 We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms. You may only transfer your rights or obligations under these Terms to another person if we agree in writing.

12.7 If we fail to insist that you perform any of your obligations under these Terms, 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.

12.8 Please note that these Terms, 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.

These Terms are entered into on the date you click “Accept”, or create an account, to signify that you have read and accepted the EULA, and that you agree to be bound by these Terms with respect to your use of the App and the Documents.

Minimum Terms for End-User Agreement

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