ASKGAIUS^TM TERMS

Agreed terms

Introduction

We are AskGaius Limited, an entity incorporated in the United Kingdom, whose registered address is M.01 Tomorrow, Mediacityuk, United Kingdom, M50 2AB (“we”, “us”, “our”).

These terms (including the disclaimer above) set out the agreement between you as a user of AskGaius^TM (“you”, “your”) and us in relation to your purchase and use of AskGaius^TM (these “Terms”).

If you would like to reach out to us, our have any complaints or queries in relation to using AskGaius^TM, you can contact us at: sales@askgaius.com

Interpretation

The following definitions and rules of interpretation shall apply in these Terms.

1. Applicable Law: means all laws, statutes, regulatory rules and regulations that apply to a party in connection with these Terms from time to time.
2. AskGaius: refers to the software provided under these Terms, and as described at AskGaius.com.
3. Documentation: the document(s) and other materials made available to you from time to time which sets out a description of AskGaius^TM, the requirements to operate AskGaius^TM and applicable fees.
4. Fee, Fees: refers to the fee(s) paid by you, as agreed separately, which is exclusive of any applicable tax.
5. Input: means any information, content, data, or material (i) provided by you for loading into AskGaius^TM; (ii) maintained by you directly within AskGaius^TM; or (iii) otherwise provided by you or on your behalf, whether directly or indirectly, for use within AskGaius^TM.
6. Output: means any information, content, data, material, recommendation, analysis, or other result, in any form or medium, generated or otherwise provided by AskGaius^TM.
7. Vulnerability: refers to any (i) weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the integrity or availability of AskGaius^TM; (ii) thing which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network; (iii) thing that may prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data; or (iv) thing that may adversely affect the user experience.

References to clauses are to the clauses of these Terms. Clause headings shall not affect the interpretation of these Terms. Unless the context otherwise requires, words in the singular includes the plural and the plural includes the singular, and reference to one gender includes a reference to the other genders. A reference to writing or written includes email but not faxes. Where the words “includes”, “including”, “for example” or “such as” are used in these Terms, they are deemed to have the words “without limitation” following them.

Use of AskGaius^TM

Subject to you paying the applicable Fees and complying with your obligations as set out in this clause 3 and the rest of these Terms, we hereby grant to you a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to access and use AskGaius^TM and the Documentation solely for your internal operations.

We shall make AskGaius^TM available to you, on the basis that AskGaius^TM relies on new technology, and as such provided we act in good faith you accept that:

1. the Output provided by AskGaius^TM is contingent upon the Input you provide to it, and as such the accuracy of the Output given by AskGaius^TM will depend on the quality, accuracy and completeness of the Input;
2. the Output provided by AskGaius^TM may be subject to errors and hallucinations, and is in no way intended to replace human judgement or to be relied upon. The operation of AskGaius^TM is subject to various assumptions, and if these assumptions are not valid this may lead to sub-optimal feedback from AskGaius^TM;
3. there is a risk that the Output provided by AskGaius^TM may be incomplete, inaccurate, and contain errors; and
4. you waive any right you may have to participate in a class action lawsuit or a class wide arbitration against us in relation to and / or in connection with AskGaius^TM.

Accessing AskGaius

Upon payment of all applicable Fees, you are granted a non-exclusive, non-transferable licence to use the version of AskGaius^TM held in the number of device(s) agreed with us at the relevant time under these Terms.

Unless otherwise explicitly agreed by us in writing and subject to the payment of the relevant additional fees we agree with you, you do not have any rights to (i) new versions of AskGaius^TM we may develop; (ii) any replacement for the device in the event it is lost, destroyed or compromised; (iii) any training, (iv) any further devices holding AskGaius^TM, or (v) to have your version of AskGaius^TM updated by us.

Disclaimer

WE DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT AND/OR QUIET ENJOYMENT, AND ASKGAIUS^TM IS AND OUTPUTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, (A) REGARDING THE CONTENTS OF ASKGAIUS^TM, OUTPUT, INFORMATION AND FUNCTIONS MADE ACCESSIBLE THROUGH ASKGAIUS^TM, ANY HYPERLINKS TO THIRD PARTY WEBSITES, OR THE SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH ASKGAIUS^TM, OR ANY WEBSITE LINKED TO ASKGAIUS^TM (B) THAT ACCESS TO ASKGAIUS^TM SHALL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. IN ENTERING INTO THESE TERMS, YOU REPRESENT THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY OF US EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.

Your representation and obligations

In using AskGaius^TM, you represent that:

1. (if you are a body corporate) you are duly incorporated, organised and validly existing under the laws of the jurisdiction of your establishment, and have full power, authority and right to bind yourself to these Terms and to perform all actions and obligations under these Terms, which therefore constitute valid and legally binding obligations.
2. (if you are an individual) you are at least 18 years old and eligible to agree to these Terms and all related obligations, including as regards any age, residency, legal capacity, competency and all other requirements, and you are acting in your own capacity.
3. you are not a citizen of, resident of, or legal entity in: (i) any country that prohibits the use of our services; (ii) any country which may require us to have a licence, registration, authorisation or approval to provide AskGaius^TM which we do not have; or (iii) any country or territory which appears on the sanctions lists of the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”), United Nations Security Council (“UNSC”), His Majesty’s Treasury (“HMT”) or any other sanctions list.
4. you have all necessary licences, consents, and permissions necessary to provide the Inputs to AskGaius^TM for the purposes contemplated under these Terms and in accordance with Applicable Laws.
5. you take responsibility for your own determination of the accuracy, completeness, content, relevance and legality of any Output from AskGaius^TM or any data derived from such Output and for whether or not to rely on the Output or implement it in any advice, work or system.

You shall at all times:

1. pay all relevant Fees, and
2. ensure that all Documentation is complied with, including ensuring that all hardware and software used in connection with AskGaius^TM complies with the relevant specifications provided by us from time to time.
3. comply with all Applicable Law with respect to all activities undertaken in connection with AskGaius^TM and under these Terms.
4. maintain all the licences, consents, and permissions necessary to provide the Inputs to AskGaius^TM.
5. be, to the extent permitted by Applicable Law and except as otherwise expressly provided in these Terms, solely responsible for maintaining and securing your hardware and software.
6. ensure that no unauthorised person has access to, or use of, AskGaius^TM, and you shall be responsible for all use made of AskGaius^TM as if such use were by you directly.
7. not, directly or indirectly, make, endorse or otherwise ratify any statement of any kind in connection with us (i) which is false, slanderous, defamatory; (ii) which is likely to otherwise cause harm to our or AskGaius^TM’ reputation; or (iii) which may otherwise bring us or AskGaius^TM into disrepute.
8. not attempt to circumvent the security of or interfere with the proper working of AskGaius^TM, or introduce, or permit the introduction of, any Vulnerability into AskGaius^TM.
9. not access, store, distribute or transmit anything during the course of your use of AskGaius^TM that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property.
10. not use, or encourage, promote or facilitate or instruct anyone to use AskGaius^TM (as well as any Output from AskGaius^TM) for any illegal, harmful, fraudulent, infringing, derogatory, abusive or offensive use, or any use that is expected to jeopardise the security, stability or integrity of AskGaius^TM.

Our responsibility

We represent that we are duly incorporated, organised and validly existing under the laws of the jurisdiction of our establishment, and have full power, authority and right to bind ourselves to these Terms and to perform all actions and obligations under these Terms, which therefore constitute valid and legally binding obligations.

We will supply AskGaius in accordance with these Terms.

We:

1. do not warrant:
1. that your use of AskGaius^TM be uninterrupted or error-free;
2. that any Output from AskGaius^TM shall be accurate, complete, error-free or in-date;
3. that AskGaius^TM and/or any Output will meet your requirements;
4. that AskGaius^TM will be free from any Vulnerability.
2. are not responsible for any delays, delivery failures, or any other loss of or damage to data resulting from the use of AskGaius^TM.
3. provide AskGaius^TM on an “as is” basis at the point in time at which it is used, and we are not responsible for updating or upgrading AskGaius^TM after the point in time at which it is used. Any new features may require a new version or update to AskGaius^TM, and we reserve the right to charge additional fees for such.

These Terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.

We warrant that we have all necessary licences, consents, and permissions necessary for the performance of our obligations under these Terms at the time you use AskGaius^TM.

Intellectual property

You and your licensors (if any) are at all times the owner of all intellectual property relating to the information you provide us, including all Inputs into AskGaius^TM (“User IP”). Nothing in these Terms gives us any rights in respect of any User IP and we do not acquire any ownership rights in relation to such by providing access to AskGaius^TM, save you grant us a licence to use the User IP in relation to the Inputs solely to the extent necessary to provide you with the Outputs.

We own all right, title and interest in and to the name, brand, logo and trade mark AskGaius^TM, the AskGaius^TM model (including any of its algorithms, underlying logic and code), the Documentation, the Outputs and any related software or information provided by us (all together, the “Gaius IP”) and will provide you with access to (but do not sell) AskGaius^TM to the extent necessary to use AskGaius^TM and the Documentation in accordance with these Terms. We (and our licensors (if any)) are at all times the owner of all intellectual property relating to the Gaius IP, including any modifications, alterations, updates or additions to any of the foregoing (whether or not made at your request). Subject to your payment of the applicable Fees, we hereby grant you a license to use AskGaius^TM and the Documentation for your own personal, non-commercial use in the internal conduct of your business in accordance with and for the term of the agreement between us under these Terms. In addition, subject to your payment of the applicable Fees, we hereby grant you a license to use, copy and exploit the Outputs generated by your use of the tools for your own internal business purposes. Nothing in these Terms gives you any rights in respect of any of our (or our licensors’ (if any)) intellectual property and you do not acquire any ownership rights in such by using or receiving the Gaius IP provided by us. We reserve all rights in and to the Gaius IP. Where AskGaius^TM is delivered to you on media, you expressly acknowledge and agree that you acquire ownership or possession of the media but not of the data and information (including software, code, data and information) relating to AskGaius^TM which is stored on the media.

You shall not:

1. except as may be allowed by Applicable Law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Gaius IP (as applicable) in any form or media or by any means; or
2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Gaius IP.
2. access all or any part of Gaius IP in order to build a product or service which competes with AskGaius^TM.
3. use the Gaius IP to provide services to third parties.
4. (except to the extent explicitly permitted under these terms), license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Gaius IP available to any third party.
5. attempt to obtain, or assist third parties in obtaining, access to the Gaius IP, other than as provided under this clause 8.
6. use AskGaius^TM, the Documentation, code or any other information relating to AskGaius^TM to develop models that compete with AskGaius^TM.
7. use any Outputs, whether alone or in combination with other data, to train, develop, fine-tune, or otherwise create or improve any artificial intelligence or machine learning model or system that competes with the tool.

Intellectual Property may contain code, commonly referred to as open-source software, which is distributed under any of the many known variations of open source licence terms, including terms which allow the free distribution and modification of the relevant software’s source code and/or which require all distributors to make such source code freely available upon request, including any contributions or modifications made by such distributor (collectively, “Open Source Software”). To the extent that AskGaius^TM uses or contains any Open Source Software, that element only is licensed to you under the relevant licence terms of the applicable third party licensor (“Open Source Licence Terms”) and not under these Terms, and you accept and agree to be bound by such Open Source Licence Terms.   In addition, AskGaius^TM may include third party software, products or services (“Third Party Products”). We do not accept any responsibility for Third Party Products and these will be licensed to you under the relevant licence terms of the applicable third party and we are not responsible for them.

Feedback

You may, but are not required to, give us suggestions, feedback, or comments about AskGaius^TM, the Documentation, or related offerings (“Feedback”), in which case the Feedback you give is “AS IS”. We may use (or not use at our sole discretion) all Feedback freely for any purpose without any restriction or obligation. By providing us with Feedback, you give us a worldwide, perpetual, irrevocable, transferable, sublicensable, fully-paid and royalty-free license to use and exploit in any manner any and all Feedback, and you waive any legal or other rights to the fullest extent permitted under Applicable Law.

Liability

Nothing in these Terms excludes the liability for death or personal injury caused by negligence; or for fraud or fraudulent misrepresentation.

You assume sole responsibility for use of any Output from the use of AskGaius^TM and the Documentation, and for any conclusions drawn from such use.

Subject to clause 10.1, we shall not be liable for (i) any losses attributable to errors or omissions in any Output from AskGaius^TM; (ii) any action or inaction taken by you based on such Output; (iii) anything you accept under these Terms or your breach of these Terms; or (iv) anything that is outside of our reasonable control.

We shall only be liable for loss that is both direct and foreseeable.

In relation to each AskGaius device bought at the Founder Price, our total liability to you shall not exceed £150. Otherwise our total liability to you for each AskGaius device shall not exceed the fee paid by you to us for the AskGaius device.

Cancellation Rights

If you are a consumer (meaning an individual acting for purposes which are wholly or mainly outside that individual's trade, business, craft or profession), you have the right to cancel your purchase of AskGaius^TM under these Terms solely during the cancellation period as set out in clause 11.2 below.

You have 14 days after the day on which AskGaius^TM comes into your physical possession (or the physical possession of a person identified by you to take possession) to cancel your purchase of AskGaius^TM free of charge without giving any reason and without incurring any liability. To exercise your cancellation right, you must, before the expiry of the cancellation period, inform us of your decision to cancel your purchase of AskGaius^TM by a clear statement in writing communicated to us by email at: sales@askgaius.com. You may use the cancellation form provided at Schedule 1, but it is not obligatory.

Effect of cancellation

If you cancel your purchase of AskGaius^TM within the cancellation period and in accordance with this clause 11, we will refund you all the Fees received from you, including the cost of delivery (if any). We will refund you without undue delay, and in any event not later than:

1. 14 calendar days from the day we receive back AskGaius^TM, or you provide evidence that you have returned AskGaius^TM; or
2. If AskGaius^TM has not yet been supplied, 14 calendar days from the day on which we are informed about your decision to cancel your purchase of AskGaius^TM.

We will make any refund using the same means of payment as you used for the initial transaction, unless you have agreed otherwise; in any event, you will not incur any fees as a result of the refund. We may withhold the refund until we have received AskGaius^TM back or you have supplied evidence of having sent back AskGaius^TM, whichever is the earliest.

You shall send back AskGaius^TM to the address we specify to you separately, without undue delay and in any event not later than 14 days from the day on which we receive your notice to cancel your purchase of AskGaius^TM. The deadline is met if you send back AskGaius^TM before the period of 14 days has expired. You will have to bear the direct cost of returning AskGauis^TM to us.

You are only liable for any diminished value of AskGiaus^TM resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of AskGaius^TM.

Governing law and jurisdiction

These Terms and any non-contractual obligations arising from or in connection with them shall be governed by and construed in accordance with English law and, for the benefit of both parties, the English courts shall have exclusive jurisdiction to settle any dispute, controversy or claim arising out of, or in connection with, these Terms, or the breach, termination or invalidity of them, or relating to any non-contractual obligations arising from or in connection with them.

Entire agreement

Your agreement with us under Terms constitute the entire agreement between the parties and supersedes any prior agreement, terms and conditions or arrangement in respect of their subject matter. There are no promises, representations, warranties, terms, conditions or obligations (whether made by a party to these Terms or any other person) between the parties other than those set out in these Terms.

Neither party has entered into these Terms in reliance upon, and will have no remedy in respect of, any misrepresentation, representation or statement which is not expressly set out or referred to in these Terms. The only remedy available for any misrepresentation or breach of any representation or statement set out or referred to in these Terms shall be for breach of contract.

Miscellaneous

Your agreement with us under these Terms shall commence on the earlier of you paying the Fee or you first using AskGaius^TM.

We do not provide, nor do we accept responsibility for, any legal, tax or accounting advice.

Nothing in these Terms shall give rise to a partnership, agency, employment relationship or joint venture between the parties. To the extent that we may be deemed under applicable law to owe any fiduciary duties to you or to be in a fiduciary relationship, we explicitly exclude and reject any such duties or relationship to the extent permitted by Applicable Law. 

Each of the provisions of these Terms are separate, severable and enforceable and, accordingly, if at any time any provision or part-provision of these Terms is or becomes invalid, void, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. If any provision or part-provision of these Terms is deemed deleted under this clause 14.4, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

The parties do not intend that the provisions of these Terms shall be enforceable by any person not a party to it.

No failure or delay by a party to exercise any right, power or remedy under these Terms shall operate as a waiver of that right, or any other right, nor shall any single or partial exercise by us of any right, power or remedy preclude any other or further exercise of that right or any other right, power or remedy.

We reserve the right to change these Terms at any time, in which case the updated version of these Terms shall apply to any version of AskGaius^TM purchased after the changes are made.

Schedule 1: Cancellation Form

To: AskGaius Limited

Address: M.01 Tomorrow, Mediacityuk, United Kingdom, M50 2AB

Email: sales@askgaius.com

I hereby give notice that I cancel my contract for the sale of AskGaius [ordered on [INSERT]][received on [INSERT]]. 

Name of consumer: 

Address of consumer: 

Date: