TERMS AND CONDITIONS

These Terms contain the terms and conditions on which we supply the Platform to you, whether the Platform comprises of services and/or digital content. Please read these Terms carefully before you accept these Terms by accessing the Platform.

• You must be at least 16 years old to use the Platform.
• Variations to these Terms: We may amend these Terms at any time (including by requiring the payment of a fee for the services), by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account with effect from the date of the change in these Terms by providing written notice to us. If you close your Account, you will no longer be able to access our Services (including our Platform) on and from the date of cancellation.
• If you access or download our mobile application from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.
• We may integrate ChatGPT 4.0 (or its successors) or other large language models into the Platform. Your use of the Platform is subject to the ChatGPT 4.0 Terms of Service, or any terms of service applicable to any other large language model integrated into the Platform and made available to you.
• If you sign up for an Account through our website as a consumer, and you expressly request that we start providing you the Services within your 14-day cancellation period, and acknowledge that you will lose your right to cancel within the first 14 days under Consumer Laws.

We provide the following services to you:

• access to our Platform;
• access our troubleshooting support (Support Services),
• If you require Support Services, you may request these by getting in touch with us through our Platform.
• Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.
• In consideration of your payment of any Fees, we will provide the Platform in accordance with these Terms and all applicable laws, whether ourselves or through our personnel. We warrant to you that the Platform will be provided using reasonable care and skill.
• We will not be responsible for any other services unless expressly set out in these Terms or on our Platform.
• Beta Services: We are providing you with access to a beta service, and you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.
• Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.

• You must register on the Platform and create an account (Account) to access and use our Platform.
• You must register on the Platform and create an account (Account) to access and use our Platform.
• While you have an Account with us, you agree to keep your information up-to-date (and ensure it remains true, accurate and complete).
• We may integrate ChatGPT 4.0 (or its successors) or other large language models into the Platform. Your use of the Platform is subject to the ChatGPT 4.0 Terms of Service, or any terms of service applicable to any other large language model integrated into the Platform and made available to you.
• You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.
• We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform), or if we reasonably believe that you have breached any community guidelines that apply to your use of the Platform, a copy of which is available on our [website]. If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

Minor changes to the Platform: We may change the Platform:

• to reflect changes in relevant laws and regulatory requirements; and
• You must register on the Platform and create an account (Account) to access and use our Platform.
• to implement minor technical adjustments, improvements, and to keep up-to-date with technological advancements. These changes will not substantially affect your use of the Platform.

More significant changes to the Platform: We will try to avoid making any significant changes to the Services which are likely to materially disadvantage your use of the Services. However, where we intend to make a change to the Platform which may materially disadvantage your use of the Services, we will notify you in advance of making any changes, and you may then contact us to terminate these Terms and receive a full refund for any unused Services (if applicable) before the changes take effect.

Updates to digital content: The content available on the Platform may change regularly, provided that the digital content will always match the description of it that we provided to you before you bought it.

• Free services: We are providing you with the Services on a beta basis and as such they are free of charge.
• Fees: We may start charging fees for the Services (Fees) at our discretion, and we may also need to change any Fees from time to time. If we start charging any Fees, or change the Fees, we will provide you with [30 days’] notice of the change. If we have started charging a Fee, after 30 days we will apply the Fee to the Services provided that you have notified us of the details of your chosen method of payment. The payment methods we will offer for the Fees will be set out on the Platform. We may offer payment through a third-party provider for example, Klarna. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions. If we are amending any Fees, after [30 days], we will apply the updated Fee to the Services. If the Fee, or updated Fee, is not acceptable to you, you may cancel the Services in accordance with the ‘Cancellation’ clause.
• Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

f any provision of these Terms is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein.

• This clause 7 applies where you set up an Account for the Platform in your capacity as a ‘consumer’, as that term is defined in Consumer Laws.
• Except as set out below, you have the right to cancel your purchase of the Services, and receive a full refund of any Fees, without giving any reason, any time up to 14 days after the day you accept these Terms (Cooling-off Period). We agree not to provide you with access to the Platform during the Cooling-off Period, unless you make an express request for us to do so. You acknowledge and agree that after you have accepted these Terms, if you instruct us to provide you with access to the Platform (i.e. by logging in) during the Cooling-off Period, this will be taken to be an express request by you, and you will lose your right to cancel.
• When you don’t have the right to change your mind: You do not have a right to change your mind and cancel the Services during the Cooling-off Period if you expressly request to access the Platform during the Cooling-off Period.
• Tell us you want to cancel these Terms: If you want to cancel or terminate these Terms in accordance with this clause 7, you should contact us using the contact details set out at the start of these Terms.
• When any refund will be made: If you have paid any Fees, we will make any refunds due to you as soon as possible. If you are exercising your right to change your mind under this clause 7, then your refund will be made within 14 days of your telling us you have changed your mind.

While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person.

You must not:

• access or use our Platform in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
• interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
• introduce any viruses or other malicious software code into our Platform;
• use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
• attempt to access any data or log into any server or account that you are not expressly authorised to access;
• use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
• circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
• access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

• While we strive to always make our Services available to you, we do not make any guarantees that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
• Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
• introduce any viruses or other malicious software code into our Platform;
• We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

• You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself (including how it looks and functions), any algorithms or machine learning models used on the Platform, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property (Our Intellectual Property) will at all times vest, or remain vested, in us.
• We authorise you to use Our Intellectual Property solely for your personal use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. You must not use Our Intellectual Property for any commercial purpose.
• introduce any viruses or other malicious software code into our Platform;
• You must not, without our prior written consent:
  - copy, in whole or in part, any of Our Intellectual Property;
  - reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, downloading Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.
  

• You own all data, information, personal data, or content you upload into the Platform (Your Data), as well as any data or information output from the Platform using Your Data as input (Output Data). Note that Output Data does not include the Analytics (as described below).

You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data and the Output Data to:

• communicate with you;
• supply the Platform to you and otherwise perform our obligations under these Terms;
• introduce any viruses or other malicious software code into our Platform;
• diagnose problems with the Platform;
  
• enhance and otherwise modify the Platform;
  
• perform Analytics;
  
• develop other services, provided we de-identify Your Data;
  
• train our artificial intelligence tool and for related machine learning purposes; and
  
• as reasonably required to perform our obligations under these Terms.
  

You acknowledge and agree that any training of our artificial intelligence tool that uses Your Data cannot be undone. Upon expiry or termination of these Terms, we will use reasonable commercial endeavours to ensure that Your Data is not used for any further training of the artificial intelligence tool.

• You agree that you are solely responsible for all of Your Data that you make available on or through the Platform. You represent and warrant that:
  
• you are either the sole and exclusive owner of Your Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms); and
• neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own business purposes, provided that the Analytics do not contain any identifying information.

We do not endorse or approve, and are not responsible for, any of Your Data.

You are responsible for (meaning we are not liable for) the integrity of Your Data on your systems, networks or any device controlled by you.
Output Data.

You acknowledge and agree that:

• the Platform and the integrity and accuracy of the Output Data is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Platform;
  
• the Output Data may be inaccurate or misleading, and we do not represent or warrant that the Output Data will be accurate, genuine, true, error-free or suitable for your use or needs; and
• you use any Output Data at your own risk.
• This clause will survive the termination or expiry of these Terms.

You represent, warrant and agree that:

• you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
• there are no legal restrictions preventing you from entering into these Terms;
• all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and
• you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.

• you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
• there are no legal restrictions preventing you from entering into these Terms;
• all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and
• you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.

• This clause 12.4 applies to the extent that the Platform is considered digital content. If the Platform is defective and it damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
• To the maximum extent permitted by law, we shall have no Liability for any Third Party Products or Services, or any unavailability of the Platform due to a failure of the Third Party Products or Services.

Subject to clauses 12.1 (no limitation in respect of deliberate default), clause 12.4 (damage caused by defective digital content) and 12.3 (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law:

• we will not be liable for, and you waive and release us from and against, any liability caused or contributed to by your reliance on the Output Data;
• we will not be liable for, and you waive and release us from and against any liability in relation to, any content that you upload to the Platform;
• we only supply the Platform to consumers for domestic and private use. If you use the Platform for any commercial, business or re-sale purpose we will have no liability to you for liability involving any loss of profit, loss of business, business interruption, or loss of business opportunity;
• neither Party will be responsible for any losses that the other Party suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Terms; and
• a party’s liability for any liability under these Terms will be reduced proportionately to the extent the relevant liability was caused or contributed to by the acts or omissions of the other party, including any failure by that other party to mitigate its loss.

We have given commitments as to the compliance of the Platform with these Terms and applicable Laws in clause 3.4. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from these Terms.

This clause will survive the termination or expiry of these Terms.

• Cancellation: You may request to cancel the Services at any time by notifying us via the ‘cancel my Account’ feature in your Account. Your cancellation will take effect immediately, or if Fees are being charges, will take effect on your next payment date. If you cancel the Services because we have started charging Fees, or we have changed any Fees, then we will refund you for any Fees that you have paid upfront but have not been used on a pro-rata basis.

We may terminate these Terms (meaning you will lose access to our Services, including access to your Account) if:

• you do not pay any Fees as they fall due (if any Fees are payable);
• you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
• you breach these Terms and that breach cannot be remedied;
• you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

• Should we suspect that you are in breach of these Terms, we may suspend your access to the Platform while we investigate the suspected breach.
• Upon expiry or termination of the Services, we will retain Your Data (including copies) as required by law or regulatory requirements (and where we have entered into a data processing agreement with you, in accordance with the data processing agreement).
• Where termination is due to our breach of these Terms, we agree to refund you for any prepaid unused Fees on a pro-rata basis.
• Termination of the Services will not affect any rights or liabilities that a Party has accrued under these Terms.
• This clause will survive the termination or expiry of these Terms.

• To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms is between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.
• If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
• Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
• Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.
• You agree to comply with any applicable third-party terms when using our mobile application.
• Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
• You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

• Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
• Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
• Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.
• Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
• You agree to comply with any applicable third-party terms when using our mobile application.

If the Dispute is not resolved at that initial meeting:

• where you are resident or incorporated in England and Wales, refer the matter to mediation, administered by The Centre for Effective Dispute Resolution; or
• where you are not resident or incorporated in England and Wales, refer the matter to arbitration administered by the London Court of International Arbitration (LCIA), with such arbitration to be conducted in London, before one arbitrator, in English and in accordance with the LCIA Arbitration Rules.

• Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.
• Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications
• Governing law: These Terms are governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts. The Platform may be accessed in the UK and overseas. We make no representation that the Platform complies with the laws (including intellectual property laws) of any country outside of the UK. If you access the Platform from outside the UK, you do so at your own risk and are responsible for complying with the laws in the place you access the Platform. The United Nations Convention of Contracts for the International Sale of Goods is expressly excluded from these Terms.
• Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
• Publicity: You agree that, subject to your prior written consent, we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material.
• Privacy: All personal data you provide to us, including any personal data contained in Your Data, will be treated in accordance with our privacy policy. You can find our privacy policy at www.emotii.ai
• Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
• Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us.

Consumer Laws means any laws applying to you as a consumer, including the Consumer Rights Act 2015 and The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, business names, get-up, goodwill, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application for registration of, and any improvements, enhancements or modifications of, the foregoing, and any right 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, including in respect of the foregoing.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

UK GDPR means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) as incorporated into United Kingdom law as the Data Protection Act 2018 by virtue of Section 3 of the United Kingdom’s European Union (Withdrawal) Act 2024.

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