TERMS AND CONDITIONS: INDIVIDUAL USE OF EvoML SAAS EVALUATION TRIAL

We, Turing Intelligence Technology Limited (Company No. 10318035) whose registered office is at Citipoint, 1 Ropemaker Street, London, England, EC2Y 9AW hereby grants to you a personal, non-transferable, non-exclusive licence to access our EvoML software (EvoML Software) via our EvoML Software-as-a-service platform (EvoML Platform) containing an online support portal (EvoML Portal), for a trial period specified by us and that may be varied or terminated at any time by us in our absolute discretion (Trial Period).

(our EvoML Software, EvoML Platform and EvoML Portal together form the “EvoML Service” and reference to “EvoML Service” means all or any part of them as the case requires)

WE DO NOT SELL TO YOU, AND WE REMAIN THE OWNERS OF, THE EvoML SERVICE AT ALL TIMES.

 

1. LIMITED SCOPE OF LICENCE

1.1 The scope of use of the EvoML Service is limited as follows:

       (a) your access will, or may, automatically “time out” (that is to say, cease to operate) at the end of the Trial Period if you have not at that time accepted a full licence to use the EvoML Service;

       (b) we have absolute discretion to specify, vary or terminate the duration of the Trial Period at any time without notice;

       (c) use of the EvoML Service is personal to you and you may not allow any other person to access the EvoML Service without our consent;

       (d) use of the EvoML Service shall be restricted to the analysis of your (or your employer’s) data for normal business purposes;

       (e) you may only use the EvoML Service from the relevant computer, server or cloud network normally used by you;

       (f) your access may be subject to any specific additional restrictions imposed by us;

       (g) you shall comply with any ‘acceptable use policy” or ‘privacy policy’ that we publish from time to time; and

       (h) you must promptly notify us of any unauthorised access or use of the EvoML Service and you acknowledge that fees may be payable in the event of such unauthorised use.

1.2 We will provide you with the support services specified on our EvoML Portal which we may amend from time to time in accordance with clause 8.6.

1.3 We may freely and without notice update, upgrade and make alterations to improve the EvoML Service from time to time.

 

2. RESTRICTIONS

2.1 Except with our prior written consent you may not: (i) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make any part of the EvoML Service available to any third party (ii) use or authorize the use of any part of the EvoML Service in any manner or for any purpose that is unlawful under applicable Law; (iii) modify, adapt, reverse engineer, disassemble, de-compile or otherwise derive source code from any part of the EvoML Service; (iv) create derivative works based on any EvoML Service; (v) make or retain copies of any part of the EvoML Service; or (vi) transfer any part of the EvoML Service to any third party.

2.2 We will not ordinarily charge license fees for your evaluation use of the EvoML Service during the Trial Period however you acknowledge and agree that if any third party introducer charges fees in relation to your use of EvoML such fees are for your own account and we exclude all liability and responsibility in relation to such fees and your relationship with such third party introducers.

2.3 We reserve the right to terminate the Trial Period at any time and make the resumption of use conditional on the payment of license fees and additional fees may be due in respect of deployment, set up, maintenance, enhancement and consultancy services.

 

3. INTELLECTUAL PROPERTY RIGHTS

3.1 You acknowledge that all intellectual property rights in the EvoML Service throughout the world belong to us, that rights in the EvoML Service are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the EvoML Service other than the right to use the EvoML Service in accordance with the terms of this Licence.

3.2 You acknowledge that you have no right to have access to the EvoML Service in source code form other than as expressly agreed by us.

 

4. LIMITATION OF LIABILITY

4.1 Except as expressly and specifically provided in these terms:

       (a) you assume sole responsibility for results obtained from the use of the EvoML Service by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the EvoML Service, or any actions taken by us at your direction;

       (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this license; and

       (c) all EvoML Service are provided to you on an “as is” basis.

4.2 Nothing in these terms excludes our liability:

       (a) for death or personal injury caused by our negligence; or

       (b) for fraud or fraudulent misrepresentation.

4.3 Subject to the above clauses :

       (a) we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, 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; and

       (b) our 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 these terms shall be limited to the lesser of £10,000 and the total license fees paid during the 12 months immediately preceding the date on which the claim arose (and you acknowledge that this cap on liability is reasonable in relation to your use of a free, or initially free, evaluation trial).

 

5. TERMINATION

5.1 Upon termination of the license to you for any reason:

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

       (b) you must cease all activities authorised by this licence; and

       (c) on request you must immediately certify to us that you have made no copies of the EvoML Software or any part of the EvoML Service or, if copies have been made in breach of these license terms, that all copies have been permanently deleted or returned to us.

 

6. DATA SETS

6.1 In this clause 6, “Data Sets” means the data sets uploaded to the Platform by Authorised Users for the purpose of generating Models using the Platform and “Models” means individual data analysis software models.

6.2 You shall own all right, title and interest in and to all of the Data Sets and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Data Sets.

6.3 You agree that you will be solely responsible for any and all Data Sets that you create or upload using our EvoML Service. Specifically, you agree, represent and warrant that you have the right to create or upload the Data Sets and the right to use all materials of which it is comprised and that it will not contravene any of the restrictions in these terms.

6.4 You agree that you will be liable to us and will, to the fullest extent permissible by law, indemnify us for any breach of the warranties given by you under this clause 6. You will be responsible for any loss or damage suffered by us as a result of such breach.

6.5 We may reject, reclassify, or remove any Data Sets created or uploaded onto the EvoML Platform where the Data Sets, in our sole opinion, violates any of the restrictions in these terms.

 

7. DATA PROTECTION

7.1 In this clause

       (a) Data Protection Policy: our data protection policy as put in place and amended from time to time by us from time to time in our discretion.

       (b) Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.

       (c) UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.

       (d) Customer Personal Data: any parts of the Data Sets comprising Personal Data (as defined in clause 7.3).

7.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 7, “Applicable Laws” means (for so long as and to the extent that they apply to us) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

7.3 The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Our Data Protection Policy sets out the subject matter, nature and purpose of processing by us, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject. 7.4 Without prejudice to the generality of clause 7.2 you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to us for the duration and purposes of these terms. 7.5 Without prejudice to the generality of clause 7.2, we shall, in relation to any Customer Personal Data processed in connection with the performance by us of our obligations under these terms:

       (a) process that Customer Personal Data only on your written instructions, which may be:

              (i) specific instructions given to us by your authorised representative in writing; or

              (ii) the general instructions set out in our Data Protection Policy; or

              (iii) unless we are required by Applicable Laws to otherwise process that Customer Personal Data. Where we are relying on Applicable Laws as the basis for processing Customer Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;

       (b) ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Customer Personal Data, ensuring confidentiality, integrity, availability and resilience of our systems and services, ensuring that availability of and access to Customer Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

       (c) ensure that all personnel who have access to and/or process Customer Personal Data are obliged to keep the Customer Personal Data confidential;

       (d) not transfer any Customer Personal Data outside of the UK or the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled:

              (i) either of us has provided appropriate safeguards in relation to the transfer;

              (ii) the data subject has enforceable rights and effective legal remedies;

              (iii) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Customer Personal Data that is transferred; and

              (iv) we comply with reasonable instructions notified to it in advance by you with respect to the processing of the Customer Personal Data;

       (e) assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with our obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

       (f) notify you without undue delay on becoming aware of a Customer Personal Data breach;

       (g) at your written direction, delete or return Customer Personal Data and copies thereof to you on termination of the Agreement unless required by Applicable Law to store the Customer Personal Data; and

       (h) maintain complete and accurate records and information to demonstrate our compliance with this clause 7 and allow for audits by you or your designated auditor.

7.6 You consent to us appointing the third parties listed in our Data Protection Policy together with such replacement or additional third parties as we shall notify to you in writing from time to time as third-party processors of Customer Personal Data under these terms. We confirm that we have entered or (as the case may be) will enter with each third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 7.

7.7 As you are evaluating EvoML Services with the intention of licensing them from us on a “paid for” basis, under Data Protection Legislation we have a lawful basis for retaining your personal data for the purpose of direct marketing communications to you via email or text message. By using EvoML you consent to us retaining your personal data for this purpose until you inform us in writing that you no longer wish to receive communications from us. 7.8 We may, at any time on not less than 30 days’ notice, revise this clause 7 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to these terms).

 

8. OTHER IMPORTANT TERMS

8.1 We may transfer our rights and obligations under these terms to another organisation.

8.2 You may only transfer your rights or your obligations under these terms to another person if we agree in writing.

8.3 These terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms.

8.4 Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

8.5 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking these terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

8.6 We may vary these terms by giving you notice in writing or by making these terms subject to policies that we adopt from time to time and which relate to data protection, back-up, storage and/or support services in which case such policies shall take effect and be binding upon you from the time they are notified to you.These terms are governed by English law.

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