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Terms of Use



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”). 

B. EvAIuate is a software application which uses Artificial Intelligence (“AI”) to generate certain qualitative or quantitative feedback (“the Feedback”) on any documentation or other material which you upload (“Your Upload”) into the application. The EvAIuate website, together with any interfaces, chatbots, guidance documents, applications and other services We may make available (“Services”) are provided to optimise Your use of EvAIuate. For the purposes of these Terms of Use, a reference to EvAIuate shall mean the software application and/or the Services, as applicable.

C. The Terms of Use below apply when You use EvAIuate, and shall incorporate: 

a. the OpenAI terms of use; and

b. Our Privacy Policy.

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.

1.3 We have the right to modify these Terms of Use at any time, in particular where government rules, industry codes of practice, statutory laws and regulations in an Acceptable Country (“Applicable Laws”) require that Our Terms of Use must change; or when Our AI provider modifies its terms of use requiring that We also change these Terms of Use.

2. Restrictions

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.

3.2 For the purposes of these Terms of Use, Data Protection Legislation shall mean all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

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;

c. be responsible for a breach of these Terms of Use by You or anyone else under Your supervision;

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. 

7.4 All amounts and fees stated for EvAIuate or referred to in these Terms of Use:

a. shall be payable in USD; and

b. are non-cancellable and non-refundable, subject to paragraph 10.

8. Proprietary rights

8.1 You acknowledge and agree that Houghton Street and/or its licensors own all intellectual property rights in the EvAIuate application. Except as expressly stated in these Terms of Use, You are not granted any rights to, under or in, any patents, copyright, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of EvAIuate. For the purposes of this paragraph 8 “intellectual property rights” shall mean patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, including the right to sue for and recover damages for past infringements.

8.2 Houghton Street confirms that it has all the rights in relation to EvAIuate that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms of Use.

8.3 To the extent that there are any intellectual property rights in or to the Feedback then in consideration of You observing Your obligations under these Terms of Use, Houghton Street assigns to You all of its rights, title and interest in and to the Feedback. 

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. Confidentiality 

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. 

9.4 Subject to Our obligations in this paragraph 9, Houghton Street may collect and analyse data relating to the performance and use of EvAIuate by its customers as permitted by its privacy policy. We may analyse and use such information solely in aggregated and de-identified form (such that neither You nor any other customer may be identified personally) to operate and improve EvAIuate, and for Our compatible business purposes.

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;

b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Laws, excluded from these Terms of Use; 

c. EvAIuate is provided on an "as is" basis; and 


10.2 Nothing in these Terms of Use excludes the liability of Houghton Street:

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:

a. Houghton Street shall not be liable whether in tort (including for negligence or a breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits (whether direct or indirect), loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms of Use; and

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

11.1 Houghton Street will not be liable or responsible for any failure to perform, or delay in the performance of, any of Our obligations under these Terms of Use that is caused by any act or event beyond Our reasonable control (Event 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

12.1 When we refer to "in writing" in these Terms of Use, this includes email.

12.2 Any notice or other communication given under or in connection with these Terms of Use must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.

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.

13. General

13.1 Variation. Any variation of the Terms of Use only has effect if it is in writing and signed by You and Us (or our respective authorised representatives).

13.2 Waiver. If We do not insist that you perform any of Your obligations under the Terms of Use, 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 or that You do not have to comply with those obligations. If We do waive any rights, We will only do so in writing.

13.3 Severance. Each paragraph of these Terms of Use operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

13.4 Third party rights. These Terms of Use apply between You and Houghton Street. No other person has any rights to enforce any of its terms.

13.5. Governing law and jurisdiction. These Terms of Use are governed by the laws of England and Wales. We each irrevocably agree to submit all disputes arising out of or in connection with it to the exclusive jurisdiction of the courts of England and Wales.


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