A. EvAIuate is provided to you (“You”, “Your”, “Company”) by Houghton Street Ventures LLP, registration number OC429014, registered office address 12 John Prince's Street, London, United Kingdom, W1G 0JR (“Houghton Street”, “We” “Us”, “Our”).
D. The Start Date referred to in these Terms of Service shall be the date on which You submit Your Upload to EvAIuate.
E. You declare that you are not using EvAIuate from any country outside the UK, USA, EEA, EU or Switzerland (“Acceptable Country/ies”).
1. Your right to use EvAIuate
1.1 You are granted a limited, non-exclusive, non-transferable right and licence to use EvAIuate solely for Your private use, or if a Company, for Your internal business purposes. You do not have the right to sub-license EvAIuate to anyone else or another company. The EvAIuate application will provide an overall score free of charge as Feedback on Your Upload. For detailed Feedback (in addition to the overall score obtained in response to Your Upload) you must make payment of certain fees which are payable via our payments process provider (“PPP”).
1.2 EvAIuate is unable to process Your Upload if it is not in English.
1.3 You are entitled to choose which documents to submit to EvAIuate, however, Your Upload must not:
a. store, distribute or transmit any viruses or harmful code;
b. contain any material that:
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;
vi. infringes the intellectual property rights of third parties; or
vii. is otherwise illegal or causes damage or injury to any person or property;
1.2 The Feedback obtained from EvAIuate:
a. shall be in English;
b. belongs to You (and not Houghton Street) and shall be Yours to use and keep;
c. shall be saved for quality assurance purposes on servers owned or controlled by Houghton Street or its third-party providers;
d. may be identical to other feedback generated by another EvAIuate user if Your Upload is similar or has the same content as another user’s upload. You therefore acknowledge that the Feedback may not be unique; and
e. may be qualitative and/or quantitative depending on Your Upload. No guarantees or predictions can be provided in respect of the nature of the Feedback.
In the circumstances set out in sub-paragraph (d), You acknowledge that the Feedback generated by third parties does not belong to You.
2.1 You shall not:
a. except as may be allowed by any Applicable Law which is incapable of exclusion:
i. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of EvAIuate, in any form or media or by any means; or
ii. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of EvAIuate; or
b. access all or any part of the EvAIuate application in order to build a product or service which competes with EvAIuate or any Services; or
c. use EvAIuate to provide services to third parties; or
d. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or make EvAIuate available to any third party.
3. Data protection
3.1 Houghton Street may use any personal information you provide to Us to provide the EvAIuate application for Your personal or Company use.
3.3 Both You and Houghton Street will comply with all applicable requirements of the Data Protection Legislation. This paragraph 3 is in addition to, and does not relieve, remove or replace, anyone’s obligations under the Data Protection Legislation.
3.4 You shall own all right, title and interest in and to all of the personal information, business card data and any content (“User Data”) that you submit into EvAIuate.
4. Third party providers
4.1 Houghton Street makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party website whilst using EvAIuate, or any transactions completed, and any contract entered into by You, with any such third party website provider.
5. Houghton Street’s Obligations
5.1 Houghton Street shall use reasonable endeavours to ensure that EvAIuate performs substantially in accordance with the description of its functionality on the EvAIuate website or other documentation provided by Us to You.
5.2 Houghton Street:
a. does not warrant that:
i. Your use of EvAIuate will be uninterrupted or error-free; or
ii. EvAIuate or the Feedback will meet Your requirements;
b. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that use of EvAIuate may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6. Your obligations
6.1 You shall:
a. be responsible for payment of the fees indicated on the EvAIuate website for any detailed Feedback You require, unless a redeemable code obtained from the EvAIuate website is being used;
b. comply with all Applicable Laws with respect to Your activities using EvAIuate;
d. stop using EvAIuate if Applicable Laws are introduced after the Start Date which prohibits the use of AI, or alternatively comply with Applicable Laws which introduce rules or regulations in connection with the use of AI whether universally or in certain market sectors, respectively.
6.2 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all content comprising Your Upload.
7. Charges and payment
7.1 If You require detailed Feedback in addition to the overall score obtained free of charge, You shall make payment of the fees required, via our PPP or use a redeemable code obtained from the EvAIuate website.
7.2 Houghton Street does not itself process the payment of any fees, and you acknowledge that all payment processing is via our PPP.
7.3 A bundle of redeemable codes may be purchased via the Services, which can be used for Your Upload(s) to return detailed Feedback (in addition to the overall score obtained free of charge). Redeemable codes purchased by You or otherwise obtained by You must be used within thirty days of the Start Date.
a. shall be payable in USD; and
b. are non-cancellable and non-refundable, subject to paragraph 10.
8. Proprietary rights
8.4 You agree to grant Us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify Your Upload, the Feedback and any User Data provided by You to Us for the purpose of providing EvAIuate to You and in connection with data analysis under paragraph 9.4.
8.5 You shall defend, indemnify and hold harmless Houghton Street against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any intellectual property rights relating to Your Upload, the User Data or the Feedback.
9.1 Each of us shall keep in strict confidence all technical and commercial know-how, specifications, content in any documents exchanged via EvAIuate, processes and any information concerning the other party’s business or personal affairs (“Confidential Information”). User Data shall constitute Your Confidential Information and information relating to EvAIuate which is not on the EvAIuate website, shall constitute Houghton Street’s Confidential Information.
9.2 You agree to not make public or share any of Houghton’s Street’s Confidential Information and subject to paragraphs 9.3 and 9.4, Houghton Street agrees not to share or make public any of Your Confidential Information.
9.3 We agree that we will use commercially reasonable endeavours to keep Your Confidential Information secure, however, You acknowledge and accept that Your Confidential Information will be shared to OpenAI as part of the Your Upload being processed by EvAIuate. The OpenAI provisions in relation to the protection of confidential information shall apply in these circumstances.
9.5 The restrictions above does not apply to any Confidential Information that:
a. is or becomes generally available to the public (other than as a result of its disclosure in breach of this paragraph 9);
b. may require disclosure to comply with Applicable Laws, a court order or any government or regulatory authority.
10. Limitation of liability
10.1 Except as expressly and specifically provided:
a. You have sole responsibility for results obtained from the use of EvAIuate and for conclusions drawn from such use. Houghton Street shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Houghton Street or submitted to EvAIuate, or any actions taken by You based on the Feedback;
c. EvAIuate is provided on an "as is" basis; and
d. HOUGHTON STREET DOES NOT WARRANT THAT EVAIUATE IS ERROR FREE AND MAKES NO WARRANTIES (INCLUDING ANY IMPLIED WARRANTIES) WITH RESPECT TO IT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF A COURSE OF DEALING AND NO INFORMATION OR ADVICE GIVEN BY US OR OUR REPRESENTATIVES, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY REPRESENTATION OR WARRANTY. FOR THE AVOIDANCE OF DOUBT HOUGHTON STREET IS NOT RESPONSIBLE FOR ANY TECHNICAL OR OTHER ISSUES WHICH YOU, ANY USER OR ANYONE ELSE MAY EXPERIENCE IN CONNECTION WITH THE USE OF THE EVAIUATE APPLICATION, NOR DOES HOUGHTON STREET OWE YOU ANYTHING IF WE REMOVE THE APPLICATION.
a. for death or personal injury caused by Houghton Street's negligence; or
b. for fraud or fraudulent misrepresentation.
10.3 Subject to paragraphs 10.1 and 10.2:
b. Houghton Street's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of EvAIuate shall be limited to the fees paid (or the price of the redeemable code used) in respect of the use of EvAIuate for the instance giving rise to the loss being claimed.
10.4 While EvAIuate may be used by You to make important personal or Company decisions You acknowledge that:
a. the Feedback is the output of machine learned behaviour;
b. You are using EvAIuate as an aid only and ultimate decision-making responsibility lies with You;
c. reliance on EvAIuate may not be an appropriate substitute for decision-making made by a sentient human being; and
d. We accept no liability for any consequences of decisions made by You using the Feedback.
11. Events outside our control
11.2 If an Event Outside Our Control takes place that affects the performance or prevents the use of EvAIuate, then access to EvAIuate will be suspended for the duration of the Event Outside Our Control.
12. Communications between us
12.3 A notice or other communication is deemed to have been received:
a. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
b. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
c. if sent by email, at 9.00 am the next working day after transmission.
12.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.