Customer Terms

1. Account and Registration

1. We are Rightbrain AI Limited, a company registered in England with company number 14960427 and its registered office at The Grainger Suite, Dobson House, Regent Centre, Gosforth, Newcastle Upon Tyne, United Kingdom, NE3 3PF.
2. If you wish to use the Services on behalf of an organisation, you represent that you have authority to enter, and are entering, into this Agreement on behalf of that organisation. From this point onwards, references to 'you' in these Customer Terms are references to your organisation.
3. You access the Services through a Customer Account. We will provision your Customer Account either (i) following the mutual execution of an Order Form or other written agreement with us (such as a partner agreement); or (ii) where you access the Services through an authorised partner or reseller of Rightbrain, on creation of your Customer Account and your acceptance of these Terms (including via any click-through presented at sign-up or first login). The Services are governed by these Terms and the other documents incorporated by reference as set out in Clause 12 - Definitions and Interpretation.
4. Subject to the terms of this Agreement, we will provide the Services to you during the Term.

2. Third Party Services

1. Third Party Services may be made available to you through our Services. These Third Party Services are governed by their own terms and conditions, which you must agree to and follow. This Agreement does not change or modify any Third Party Terms, except as explicitly stated in this Agreement.
2. Where we make generative AI available to you as a Third Party Service, we will transmit Customer Data to such Third Party Service only as necessary to perform the services requested by you, and will:
   1. ensure that Customer Data are not used to train, fine tune or otherwise develop Third Party Service models; and
   2. make reasonable efforts to agree contracts and configure each Third Party Service to ensure that Customer Data are not retained by the Third Party Service for longer than is necessary to perform the processing operation requested by you.

3. Your Obligations

1. You undertake that:
   1. you will not allow your Customer Account to be used by any other person;
   2. you will take reasonable measures to secure the Authentication Method associated with your Customer Account; and
   3. you will let us know immediately if you believe the security of your Customer Account has been compromised.
2. You will ensure that:
   1. no User Account is used by more than one Authorised User; and
   2. such Authorised Users are notified of this Agreement and any applicable Third Party Terms.
3. You are solely responsible for managing all permissions and roles for your Authorised Users within your Workspace, including but not limited to any access controls or spending guard-rails made available through the Services.
4. You represent and warrant that for any Customer-Connected Tool you integrate with the Services, you have all necessary rights, licenses, and permissions to:
   1. access and use such Customer-Connected Tool, and
   2. provide us with any and all data from such Customer-Connected Tool for the purpose of providing the Services.
5. You will not, and will not permit any Authorised User to violate:
   1. our Acceptable Use Policy;
   2. the Third Party Terms of any Third Party Service accessed by you or your Authorised Users through the Services; or
   3. any law, regulation or regulatory guidance applicable to your use of the Services.
6. You will not:
   1. copy, modify, or create a derivative work of the Services; or
   2. reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law).

4. Subscriptions, Credits and Fees

1. A paid Subscription is required for access to the Services. The Services, applicable Fees, Subscription Plan, Subscription Period and billing frequency (monthly or annual) are as set out in your Order Form.
2. Your Subscription gives you a monthly allotment of Credits that can be used during the Subscription Period in accordance with your Subscription Plan. Any unused Credits will be carried over to the following month; however, your Credit balance cannot at any time exceed your Maximum Credits, and any Credits that would take your Credit balance above your Maximum Credits will not be accumulated.
3. If your Credit balance is insufficient for your intended use of the Services, you may purchase additional Credits at our applicable price for Credits. Additional Credits are payable in advance.
4. Our measurement tools will be used to determine your usage of the Services.
5. All amounts and Fees stated or referred to in this Agreement:
   1. shall be payable in the currency stated on the invoice;
   2. are non-cancellable and non-refundable;
   3. are exclusive of value added tax, which will be added to our invoice(s) at the appropriate rate.
6. Without prejudice to any other right or remedy, if you fail to pay any amount when due, interest will accrue on the overdue amount at the rate and on the basis set out in the Late Payment of Commercial Debts (Interest) Act 1998.
7. Clauses 4(a) to (f) do not apply where your access to the Services is governed by a separate written agreement with us (such as a partner agreement) or where you access the Services through an authorised partner or reseller of Rightbrain. In those cases the commercial terms of your access — including any fees, Credits and usage — are as set out in that agreement or as agreed between you and that partner, and apply in place of Clauses 4(a) to (f).

5. Term and Termination

1. The term of this Agreement (“Term”) begins on the Effective Date and continues for the initial Subscription Period set out in your Order Form. The Agreement will then automatically renew for successive Subscription Periods, each of the same length as the initial Subscription Period, unless either party gives notice of non-renewal in accordance with Clause 5(b) or the Agreement is otherwise terminated as provided herein.
2. Either party may terminate this Agreement for convenience with effect from the end of the then-current Subscription Period by giving the other party not less than 30 days' written notice of non-renewal before the end of that period. Termination under this Clause 5(b) does not entitle you to any refund of Fees and does not relieve you of Fees payable in respect of the then-current Subscription Period.
3. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
   1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;
   2. the other party commits a material breach of any other term of this Agreement, including the Acceptable Use Policy; or
   3. the other party ceases its business operations, suspends or threatens to suspend its payments, appoints an administrator, or becomes subject to insolvency proceedings.
4. We may terminate this Agreement in whole or part on immediate written notice if we reasonably believe that continued provision of the Services to you would violate applicable law.
5. If we discontinue the Services (in whole or in part) or terminate this Agreement, in each case other than as a result of your breach of this Agreement or your at-fault conduct, we will, notwithstanding Clause 4(e)(ii), refund to you a pro-rata portion of any Fees pre-paid by you in respect of the unused remainder of the then-current Subscription Period.
6. We may suspend your Customer Account and/or your access to the Services (in whole or in part) with immediate effect on written notice where we reasonably suspect that you, an Authorised User, or any person using your Customer Account has breached the Acceptable Use Policy or is using the Services unlawfully or in a manner that risks harm to the Services, us, or any other person. We will restore your access promptly once we are reasonably satisfied that the circumstances giving rise to the suspension have been resolved. Suspension under this Clause 5(f) does not entitle you to any refund of, or relief from, Fees.

6. Data Protection

1. We will process any personal data contained in Customer Data in accordance with the Data Processing Addendum.

7. Intellectual Property

1. You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services. Except as expressly stated herein, this Agreement does not grant you any Intellectual Property Rights in respect of the Services.
2. Subject to your compliance with this Agreement, we grant you a non-exclusive, non-transferable, revocable licence during the Term to use and customise any Agent made available to you through the Services solely for the purposes of your own internal business operations or, where you are accessing the Services on behalf of your own clients, for the purpose of providing services to those clients. This licence does not include any right to sub-license, resell, or transfer rights in any Agent to any third party.
3. We confirm that we have all the rights in relation to the Services that are necessary to grant all the rights purported to be granted under, and in accordance with, this Agreement.
4. With respect to the Customer Data:
   1. you retain any and all Intellectual Property Rights arising in relation to the Customer Data; and
   2. you hereby grant a royalty-free, worldwide, non-exclusive licence for us (and each of our direct and indirect sub-contractors) to use, copy and otherwise process Customer Data, but only to the extent necessary to provide the Services to you or as required by applicable law or a binding order of a court, regulator or other authority of competent jurisdiction.

8. Confidentiality and Publicity

1. You consent to our use of your name and logo on our website and other promotional materials. You may withdraw such consent at any time by providing notice in writing to us of such withdrawal.
2. A recipient of Confidential Information disclosed pursuant to this agreement will use at least reasonable efforts to protect the discloser’s Confidential Information, and will use the discloser’s Confidential Information only to exercise its rights and pursue its obligations under this Agreement. The recipient may disclose Confidential Information only to those of its Representatives who need to know it and who are bound by obligations of confidentiality and purpose limitation substantially similar to those set out in this Agreement.
3. A party may disclose Confidential Information to third parties to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 8(c), it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

9. Indemnification

1. You will defend, indemnify and hold harmless us, our officers, directors and employees 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 (i) your use of the Services in breach of Clause 3 (Your Obligations), or (ii) any claim that a Customer-Connected Tool or any data provided to us from it infringes the intellectual property rights or other rights of a third party, provided that:
   1. you are given prompt notice of any such claim;
   2. we provide reasonable cooperation to you in the defence and settlement of such claim, at your expense; and
   3. you are given sole authority to defend or settle the claim.
2. We will defend you, and your officers, directors and employees against any claim that your use of the Services in accordance with this Agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
   1. we are given prompt notice of any such claim;
   2. you do not make any admission, or otherwise attempt to compromise or settle the claim, and provide reasonable cooperation to us in the defence and settlement of such claim, at our expense; and
   3. we are given sole authority to defend or settle the claim.
3. We, our employees, agents and sub-contractors will not be liable to you pursuant to Clause 9(b) to the extent that the alleged infringement is based on:
   1. a modification of the Services by anyone other than us; or
   2. your use of the Services in a manner contrary to the instructions given to you by us; or
   3. your use of the Services after notice of the alleged or actual infringement from us or any appropriate authority;
   4. your breach of this Agreement;
   5. any Customer-Connected Tool.
4. The foregoing states your sole and exclusive rights and remedies, and our (including our employees', agents' and subcontractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

10. Limitation of Liability

1. Except as expressly and specifically provided in this Agreement:
   1. you assume sole responsibility for results obtained from the use of the Services by you, and for conclusions drawn from such use. We will have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
   2. 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 Agreement;
   3. we are not responsible for any Customer-Connected Tool, and we expressly disclaim all liability for their performance, security, availability, or for any and all content, data, or information processed by them; and
   4. the Services are provided to you on an "as is" basis.
2. Nothing in this Agreement shall exclude any liability that cannot be excluded as a matter of the law governing this Agreement.
3. Subject to Clauses 10(a) and 10(b):
   1. we will have no liability for any (a) indirect, consequential, special, incidental, or punitive damages, or any (b) lost revenues, profits, savings, or goodwill;
   2. each party’s total aggregate liability to the other in respect of all breaches of duty (whether in contract, tort or otherwise) shall not exceed the Fees paid or payable under this Agreement in the twelve months preceding the event giving rise to the liability; and
   3. the limit in Clause 10(c)(ii) does not apply to your obligation to pay Fees due under this Agreement.
4. You acknowledge that it is your sole responsibility to seek advice concerning your legal and compliance obligations with respect to your use of the Services. The information provided through the Services, including without limitation information provided as part of Support, is not intended, and accordingly shall not be relied upon, either as a substitute for professional advice or judgement, or to provide legal or other advice with respect to any particular circumstance.

11. Miscellaneous

1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
2. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war. We may, subject to Clause 5(e), discontinue or suspend the Services where this is necessary to comply with applicable law.
3. This Agreement sets out all terms agreed between the parties and terminates and supersedes any and all other agreements between the parties relating to its subject matter, including any prior versions of this Agreement. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in this Agreement.
4. We may make commercially reasonable changes to the Services from time to time.
5. We may amend these Terms from time to time by publishing an updated copy of these Terms on our website. Amendments necessary in order for us to comply with applicable law will be effective immediately. All other amendments will be effective 30 days after publication. We will make reasonable efforts to provide you with timely notice of such Amendments.
6. Notices to us will be effective if sent to legal@rightbrain.ai. Notices to you will be effective if sent to the email address provided by you.
7. We may subcontract obligations under the Agreement but will remain liable to you for any subcontracted obligations.
8. If any part of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
9. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
10. This Agreement does not create any agency, partnership, or joint venture between the parties.

12. Definitions and Interpretation

1. In these Terms, and throughout the Agreement unless otherwise defined, the following words have the following meanings:
   1. Agreement: these Terms, the Acceptable Use Policy, the Order Form (where applicable), the Data Processing Addendum, and any other document incorporated into this Agreement by reference in any of the foregoing documents.
   2. Acceptable Use Policy: our acceptable use policy as set out at https://rightbrain.ai/acceptable-use and updated from time to time.
   3. Authentication Method: the service, password, software or hardware token, or other means through Authorised Users are authenticated for the purpose of accessing the Services.
   4. Authorised User: an individual (who, by way of example only, may be one of your Representatives) who is permitted by you to use the Services.
   5. Credits: credits redeemable for the use of AI inference through the Services.
   6. Confidential Information: information disclosed by one party (or its Representatives) to the other pursuant to this Agreement, which is marked confidential or would ordinarily be considered confidential in the circumstances. Confidential Information does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient. Subject to the two preceding sentences, Confidential Information includes Customer Data, details of the Services, and the business affairs of the discloser.
   7. Controller, Processor, Data Subject, Personal Data, Process and Processing: have the meanings given to them in the Data Processing Addendum.
   8. Customer Account: the primary account through which you access the Services and through which you may pay for the Services and administer access to Customer Data by User Accounts.
   9. Customer-Connected Tool: any third-party service, application, or API endpoint that you choose to connect to the Services for the purposes of observation, monitoring, or management, which is not a service provided directly by us and for which you have control over the configuration.
   10. Customer Data: all data other than data relating to the management of User Accounts and Customer Account that is submitted, stored, sent or received via the Services by you or your Authorised Users.
   11. Data Processing Addendum: the Rightbrain terms set out at https://rightbrain.ai/data-processing, setting out our data processing and security obligations for the Services with respect to Personal Data relating to Authorised Users and any Personal Data contained in the Customer Data.
   12. Effective Date: the date stated as such in the Order Form or, if no such date is stated, the date of the last signature on the Order Form; or, where you access the Services through an authorised partner or reseller without an Order Form, the earlier of the date on which you first accept these Terms and the date on which you first access the Services.
   13. Fees: the total fees payable for the Services, including Subscription fees, fees for additional Credits or other services, and any applicable value added tax, as detailed in the Order Form.
   14. Intellectual Property Rights: all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights and any other intellectual property rights (registered or unregistered) throughout the world.
   15. Management Account: the secure online portal provided by us, accessible via the Services, which enables you to manage the Services, view usage information, and update contact and payment details.
   16. Maximum Credits: two times the monthly number of Credits allotted by your Subscription, or such other limit as may be determined by us from time to time.
   17. Order: a transaction for the purchase of the Services by you, made by the mutual execution of an Order Form between you and us.
   18. Order Form: a written document, including any electronic document mutually executed by the parties (such as via an e-signature service), detailing the Services to be provided, the corresponding Fees, the Subscription Period, the invoicing and payment schedule, and any other specific commercial terms negotiated between the parties.
   19. Privacy Notice: our privacy notice as set out at https://rightbrain.ai/privacy-policy and updated from time to time.
   20. Representatives: with respect to a party, that party’s affiliates, employees, workers and professional advisers.
   21. Services: the Rightbrain platform for managing AI tools, which includes but is not limited to, features for building, deploying, observing, tuning, and governing AI models and tools, made available by us at the URL https://app.rightbrain.ai/ or as otherwise notified to you by us from time to time.
   22. Subscription: your paid access to the Services as set out in the Order Form.
   23. Subscription Plan: the specific plan (e.g., Professional, Teams, or Enterprise) to which you have subscribed, which determines the features, number of seats, and monthly allotment of Credits available to you, as set out in your Order Form.
   24. Subscription Period: the annual or monthly subscription period as set out in the Order Form.
   25. Term: The Term of this Agreement as set out in Clause 5(a).
   26. Terms: these customer terms.
   27. Third Party Service: a large language model or other service provided by a third party (such as OpenAI) that we make available to you through the Services as part of a Rightbrain-hosted tool.
   28. Third Party Terms: the terms and policies, including without limitation any acceptable use policy, governing the use of a Third Party Service by its users and customers.
   29. Us: Rightbrain AI Ltd, registered in England with company number 14960427 and its registered office at The Grainger Suite, Dobson House, Regent Centre, Gosforth, Newcastle Upon Tyne, United Kingdom, NE3 3PF.
   30. User Account: an individual user account allowing an Authorised User to access Customer Data.
   31. Workspace: the dedicated environment within the Services associated with your Customer Account, which you can use to build and manage your AI tools, administer user access, and monitor usage and costs.
   32. You, or Customer: the organisation that enters into this Agreement — whether by executing an Order Form, by accepting these Terms online, or by accessing the Services through an authorised partner or reseller of Rightbrain — and on whose behalf a Customer Account is created in order to use the Services.
2. Morphological inflections of defined terms shall retain their defined meanings, mutatis mutandis.
3. A reference to writing or written includes faxes and email.
4. This Agreement, together with all Orders, constitutes the entire agreement between you and us.
5. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be:
   1. the Data Processing Addendum;
   2. the commercial terms of any executed Order Form;
   3. the Acceptable Use Policy; and then
   4. these Terms.