Terms of Service

1.1. The definitions and rules of interpretation in this clause 1 apply in this Agreement. The following terms shall have the following meanings:

1.2. The headings in this Agreement shall not affect its interpretation.

1.3. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that legislation or legislative provision.

1.4. References to clauses are to the clauses of this Agreement.

1.5. In the event of any conflict between an Order and these Terms of Service, the Order shall prevail.

1.6. Unless the context dictates otherwise, "include", "includes" or like words and expressions shall be interpreted as being illustrative and the language following them shall not be deemed to be an exhaustive list.

2.1. Subject to payment of the Fees and subject to clauses 2.2 and 2.3, Gendo grants you a non-exclusive, non-transferable, worldwide licence, without the right to grant sublicences, to use the Gendo Platform and the Documentation during the term of this Agreement.

2.2. The licence granted in clause 2.1 is limited to use of the Gendo Platform and Documentation for the Permitted Use and within the Plan Scope.

2.3. Gendo reserves the right to refuse to supply the Gendo Platform, the Services and Documentation and/or to terminate this Agreement on written notice to you if you are located in a country or territory into which Gendo does not supply the Gendo Platform, including countries or territories that are subject to sanctions restrictions.

2.4. You undertake that:

• you shall keep a secure password for your use of the Gendo Platform, and that you shall keep your account login and password confidential. If you become aware that your account login or password is known to any third parties or has been compromised, you shall notify Gendo without delay so it can be deactivated; and
• you shall permit Gendo and/or Gendo's designated auditor to audit your use of the Gendo Platform in order to establish your compliance with this Agreement and you shall co-operate with Gendo and/or Gendo's designated auditor in respect of such audits.

2.5. You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Gendo Platform that is unlawful, infringing or offensive.

2.6. You shall not:

• 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 this Agreement:
  • (a) attempt to copy, modify, develop, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Gendo Platform and/or Documentation (as applicable) in any form or media or by any means;
  • (b) attempt to de-compile, reverse compile, disassemble, scan, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Gendo Platform or attempt to discover any source code or underlying ideas or algorithms of the Gendo Platform; or
  • (c) perform penetration tests on the Gendo Platform without Gendo's written consent;
• access, view or use the Gendo Platform and/or Documentation in order to build a product or service which competes with the Gendo Platform;
• use the Gendo Platform and/or Documentation to provide services to third parties (except the Outputs may be shared with third parties as and to the extent permitted by the terms of this Agreement);
• use the Gendo Platform or the Outputs to deceive, defraud or mislead anyone or for any unauthorised or unlawful purposes;
• enter any Prompts into the Gendo Platform which are, or which Gendo determines to be, unlawful, offensive, disrespectful or inappropriate or use the Gendo Platform to create any Outputs which are, or which Gendo determines to be, unlawful, offensive, disrespectful or inappropriate;
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Gendo Platform and/or Documentation available to any third party;
• attempt to obtain, or assist third parties in obtaining, access to the Gendo Platform and/or Documentation, other than as permitted under this clause 2;
• circumvent or otherwise interfere with the authentication or security measures of the Gendo Platform or remove, obscure or alter any copyright notice, trade marks, logos or trade names or any other notices or identifications that appear on the Gendo Platform or Documentation;
• interfere with or disrupt the integrity or performance of the Gendo Platform or include any part of the Gendo Platform in any other service or item;
• list or otherwise display or copy any code for the Gendo Platform;
• allow the transfer, transmission, export or re-export of the Gendo Platform or Documentation;
• introduce or permit the introduction of, any Virus or Vulnerability into the Gendo Platform or Gendo's network and information systems; or
• use automated tools to access, use or generate Outputs from the Gendo Platform.

2.7. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Gendo Platform and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Gendo.

2.8. You shall comply with:

• the Gendo Fair Usage Policy; and
• the licence terms applicable to any third party or open-source software used in the Gendo Platform where you have been informed of such licence terms by Gendo.

2.9. Gendo may deactivate your account login and password where Gendo deems it reasonably necessary, including for breaches of this Agreement.

2.10. The restrictions in this clause 2 apply to each part of the Gendo Platform and to the Gendo Platform as a whole.

2.11. The rights provided under this clause 2 are granted to you only and shall not be assigned, transferred, novated or sublicensed to any other person without Gendo's written consent.

2.12. If you access and/or use the Gendo Platform and/or Documentation outside the rights granted to you in this Agreement, then without prejudice to Gendo's other rights and remedies, Gendo may charge you, and you shall promptly pay Gendo, for such additional use at Gendo's prevailing rates. If your Subscription is for a Multi-User Plan, this includes where you do not comply with the applicable restrictions on the number of Authorised Users that are permitted under the terms of your Subscription.

2.13. You may promote and/or demonstrate the Gendo Platform to third parties with Gendo's written consent. Where Gendo gives you its written consent:

• you shall comply with Gendo's instructions in respect of the promotion and/or demonstration of the Gendo Platform;
• you shall ensure that all statements you make about the Gendo Platform as part of the promotion and/or demonstration are accurate and complete;
• you shall ensure the Gendo Platform, and the Outputs generated as part of the promotion and/or demonstration, are kept confidential and not used for any purpose, except for the promotion and/or demonstration of the Gendo Platform;
• all Intellectual Property Rights in the Gendo Platform belong to Gendo; and
• you shall cease all promotions and demonstrations of the Gendo Platform immediately on Gendo's written request.

3.1. Gendo shall, during the term of this Agreement, make the Gendo Platform, the Services and the Documentation available to you on and subject to the terms of this Agreement.

3.2. Gendo shall use commercially reasonable endeavours to make the Gendo Platform available 24 hours a day, seven (7) days a week, except for planned maintenance which shall be carried out outside of Normal Business Hours where practicable and unscheduled emergency maintenance.

3.3. Gendo will, as part of the Services:

• provide you during Normal Business Hours with:
  • where you have subscribed for a Free Plan, Gendo's basic level of customer support services as referred to in the Plan Catalogue; or
  • where you have subscribed for a Paid Plan, Gendo's enhanced level of customer support services applicable to your Plan as referred to in the Plan Catalogue; and
• implement Updates as Gendo makes them generally commercially available from time to time.

3.4. You acknowledge that your use of the Gendo Platform is limited to the features and benefits in the Plan Scope applicable to your Plan, and that you have no right to access or use the Gendo Platform beyond such Plan Scope.

4.1. If you have subscribed for a Multi-User Plan, you are entitled to authorise individuals to be Authorised Users and you undertake that:

• the number of individuals that you authorise to be Authorised Users shall not at any time exceed the number of User Seats that you have purchased as set out in the Plan Catalogue (or if you have entered into an Order, the applicable Order);
• you will not allow or suffer any User Seats to be used by more than one individual unless it has been reassigned in its entirety to another individual, in which case the prior Authorised User shall no longer have any right to access or use the Gendo Platform, the Services or the Documentation; and
• each Authorised User shall, and you shall procure that each Authorised User shall, comply with the terms set out at clauses 2.4 to 2.8 (inclusive).

4.2. If Gendo reasonably believes that any person has been provided access to the Gendo Platform who is not an Authorised User, then without prejudice to Gendo's other rights, Gendo shall be entitled to disable the relevant user account.

4.3. You acknowledge and agree that, as set out in the Plan Catalogue (or, if you have entered into an Order, the applicable Order), some types of User Seats may have different rights and privileges, and be subject to different restrictions, to those which apply to other types of User Seats. It is your responsibility to determine which type of User Seat is provided to each Authorised User.

5.1. Gendo processes Personal Data in accordance with the Privacy Policy.

5.2. You shall not:

• include any Personal Data in any Prompt; or
• use any Prompt which a reasonable person in your position would know is likely to result in the Gendo Platform generating Personal Data as part of any Output.

6.1. You acknowledge that given the nature of the Gendo Platform and the fact it is based on artificial intelligence, which is new technology, the Gendo Platform and the Outputs are provided on an "as is", "as available" basis, without warranty of any kind, whether express or implied, and that your use of the Gendo Platform and the Outputs are at your sole risk.

6.2. Gendo:

• does not warrant that the Gendo Platform or the Outputs will meet your specific requirements;
• does not warrant that your use of the Gendo Platform will be uninterrupted, timely or error-free;
• does not warrant that any errors in the Gendo Platform will be corrected within specific timeframes; and
• is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Gendo Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.3. Whilst Gendo takes appropriate steps for an organisation of its size and resources to minimise the risk of the Gendo Platform containing Vulnerabilities and Viruses, Gendo cannot guarantee the same, and you acknowledge your responsibility to protect your hardware, software and network (which includes implementing appropriate firewalls and anti-virus software).

6.4. It is your sole responsibility to maintain backups of your Prompts and Outputs. In the event of any damage to your Prompts and/or Outputs or the destruction of your Prompts and/or Outputs, it is your sole responsibility to restore them from the latest back-up maintained by you in accordance with your archiving procedure. Gendo shall have no responsibility for any damage to your Prompts and/or Outputs and/or for the destruction of your Prompts and/or Outputs.

6.5. Gendo reserves the right to make changes to the Plan Scope that do not have a material impact on you at any time. Gendo also reserves the right to make other changes to the Plan Scope and/or Fees at any time by giving you at least 60 days' written notice. If you do not want to accept the updated Plan Scope and/or Fees that are notified to you, you can terminate this Agreement by giving Gendo at least 7 days' written notice provided such notice expires at the end of Gendo's 60 day notice period, otherwise you are deemed to have accepted the updated Plan Scope and/or Fees and they are binding on you from the expiry of Gendo's notice.

6.6. Gendo is always looking to improve the Gendo Platform which means it, and the Outputs it generates, are subject to change from time to time.

7.1. You shall:

• provide Gendo with:
  • (a) all necessary co-operation in relation to this Agreement; and
  • (b) access to such information as may be reasonably required by Gendo to perform this Agreement;
• without affecting your other obligations under this Agreement, comply with all applicable laws, including all applicable trade control and sanctions laws, relevant to your use of the Gendo Platform, and not cause Gendo or its licensors to breach such laws;
• carry out your responsibilities under this Agreement in a timely and efficient manner. In the event of any delays caused by you, Gendo may adjust any agreed timetable or delivery schedule as reasonably necessary;
• ensure that your network and systems comply with the relevant specifications provided by Gendo from time to time; and
• be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to the Gendo Platform, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your systems, network connections or telecommunications links or caused by the internet.

7.2. You acknowledge that Gendo and its licensors may collect metrics, analytics, metadata and statistics (which, for the avoidance of doubt, excludes Prompts and Outputs) related to your use of the Gendo Platform to:

• provide the Gendo Platform and Services to you;
• analyse, maintain and improve the Gendo Platform and Services, including for security purposes; or
• comply with applicable law and the request of any competent authority.

7.3. You acknowledge that Gendo and its licensors may collect and/or disclose Prompts and Outputs to comply with applicable law and the request of any competent authority.

7.4. You shall not use the Gendo Platform for any purpose except the Permitted Use and within the Plan Scope.

7.5. Where the Output is created under a Free Plan, you shall ensure Gendo is credited as the source of the Output on all uses of the Output and Gendo reserves the right to apply its logos, stamps and/or watermarks to the Output.

8.1. You shall pay the applicable Fees for your Plan to Gendo in accordance with this Agreement.

8.2. Except as otherwise stated in an applicable Order or the Plan Catalogue indicates otherwise in respect of your Plan:

• all Fees are payable in advance;
• the Fees for the Initial Subscription Term are payable as of the Effective Date; and
• the Fees for each applicable Renewal Period shall be payable as of the date of the commencement of such Renewal Period.

8.3. You shall pay Gendo's invoices within thirty (30) days of the invoice date.

8.4. If Gendo has not received payment on time, and without prejudice to any other rights and remedies of Gendo:

• Gendo may, without liability to you, disable your password, account and access to all or part of the Gendo Platform and Gendo shall be under no obligation to provide any or all of the Gendo Platform or Services while the invoice(s) concerned remain unpaid; and
• interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.5. All amounts stated or referred to in this Agreement:

• shall be payable in the currency nominated by Gendo; and
• are exclusive of sales and value added tax, which shall be added to the amounts at the appropriate rate.

8.6. If you are subscribed to a Free Plan, you may upgrade your Plan at any time, in which case, Gendo will adjust the Fees with effect from the date of the upgrade.

8.7. Depending on the Plan for which you have subscribed and subject to the terms of any Order entered into between you and Gendo, you may be provided with the option to purchase additional User Seats beyond those included in your Plan by default as set out in the Plan Catalogue ("Additional User Seats"). If you choose to purchase Additional User Seats, Gendo will adjust the Fees with effect from the date that such Additional User Seats are added to your Subscription.

8.8. Unless you have subscribed for an Enterprise Plan or the Plan Catalogue indicates otherwise in respect of your Plan, you may, at any time via the Platform, downgrade your Plan or reduce the number of Additional User Seats that are included in your Subscription, provided that such change takes effect at the commencement of the next Renewal Period, and Gendo will adjust the Fees accordingly.

Terms Applicable to Paid Plans

9.1. Where the Outputs are created under a Paid Plan:

• you shall own all Intellectual Property Rights in the Outputs. Gendo assigns to you all of Gendo's right, title and interest in and to any Intellectual Property Rights it has in the Outputs with the intention that all such right, title and interest shall vest in you upon coming into existence (including, in respect of copyright, by way of present assignment of future copyright); and
• you grant Gendo a non-exclusive, worldwide, irrevocable, transferable licence together with the right to grant sublicences (including through multiple tiers), to:
  • (a) use the Intellectual Property Rights in the Outputs to provide the Services, comply with its obligations and exercise its rights under this Agreement and as necessary to comply with applicable laws or the requests of competent authorities; and
  • (b) store the Outputs in the Gendo Platform on a perpetual and irrevocable basis.

9.2. Where you enter the Prompts into the Gendo Platform under a Paid Plan, you and/or your licensors shall own all Intellectual Property Rights in the Prompts you input into the Gendo Platform. You grant Gendo the non-exclusive, worldwide, non-transferable licence, together with the right to grant sublicences (including through multiple tiers), to:

• (a) store the Prompts in the Gendo Platform on a perpetual and irrevocable basis;
• (b) use the Prompts during the term of this Agreement to create the Outputs, perform the Services and to otherwise perform this Agreement; and
• (c) use the Prompts as necessary to comply with applicable laws or the requests of competent authorities on a perpetual and irrevocable basis.

9.3. Subject to clause 9.10, where you use the Gendo Platform under a Paid Plan, Gendo confirms it will not use the Prompts or the resulting Outputs as part of the Training Data, in its marketing materials or for any other purpose except to store them within the Gendo Platform, perform the Services and to otherwise perform this Agreement or to comply with applicable laws or the requests of competent authorities.

Terms Applicable to Free Plans

9.4. Where the Outputs are created under a Free Plan:

• Gendo and/or its licensors shall own all Intellectual Property Rights in the Outputs. You assign to Gendo all your right, title and interest in and to any Intellectual Property Rights you have in the Outputs with the intention that they shall vest in Gendo upon coming into existence (including, in respect of copyright, by way of present assignment of future copyright);
• you waive, or shall procure the waiver of, any and all moral rights which you or any third party may have anywhere in the world in the Outputs; and
• Gendo grants you the non-exclusive, worldwide, perpetual, irrevocable, non-transferable and, subject to clause 9.5, sublicensable licence (including through multiple tiers) to use the Intellectual Property Rights in the Outputs for:
  • your own educational purposes only where you have subscribed for an Educational Plan; or
  • your own non-commercial, internal or educational purposes only where you have subscribed for any other type of Free Plan.

9.5. If you have subscribed for a Free Plan, you may only share the Outputs with third parties provided that:

• such sharing is not for any commercial purposes whatsoever. This means, for example, that you cannot use the Outputs for a client presentation or other client-facing purposes or sell the Outputs; and
• you do not remove any Gendo logos, stamps and/or watermarks that have been applied to the Outputs, and you comply with all attribution requirements as may be required from time to time by Gendo.

9.6. Where you enter the Prompts into the Gendo Platform under a Free Plan, you and/or your licensors shall own all Intellectual Property Rights in the Prompts you input into the Gendo Platform. You grant Gendo the non-exclusive, worldwide, non-transferable licence, together with the right to grant sublicences (including through multiple tiers), to:

• (a) store the Prompts in the Gendo Platform on a perpetual and irrevocable basis;
• (b) use the Prompts to create the Outputs, provide the Services and otherwise perform this Agreement during the term of this Agreement;
• (c) use the Prompts as part of the Training Data to train the Gendo Platform and Gendo's other Models on a perpetual and irrevocable basis;
• (d) use the Prompts in Gendo's marketing materials to promote Gendo's products and/or services on a perpetual and irrevocable basis;
• (e) use the Prompts for Gendo's other commercial purposes on a perpetual and irrevocable basis; and
• (f) use the Prompts as necessary to comply with applicable laws or the requests of competent authorities on a perpetual and irrevocable basis.

Terms Applicable to All Plans

9.7. You acknowledge and agree that Gendo and/or its licensors own all Intellectual Property Rights in the Gendo Platform, the Training Data, the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant you any rights (including any Intellectual Property Rights) in respect of the Gendo Platform, the Training Data, the Services, the Output or the Documentation.

9.8. Where Gendo agrees to carry out Customisations, the Intellectual Property Rights in the Customisations shall belong to Gendo and/or its licensors, and are licensed to you as part of the Gendo Platform under this Agreement.

9.9. You shall not:

• include any third party's Intellectual Property Rights in any Prompt without the third party's permission; or
• use any Prompt which a reasonable person in your position would know is likely to result in the Gendo Platform generating a third party's Intellectual Property Rights as part of an Output without the third party's permission or otherwise generating Output that infringes the Intellectual Property Rights of a third party.

9.10. You acknowledge that because the Gendo Platform is based on artificial intelligence, which is new technology, there is a remote possibility the Gendo Platform will create the same or similar outputs for others independent of your Prompts and Outputs and Gendo shall have no responsibility or liability to you should this occur.

9.11. You acknowledge you have no rights in or to the software in, or other components of, the Gendo Platform and that nothing in this Agreement grants you any rights therein.

10.1. Each party may be given access to Confidential Information from the other party. A party's Confidential Information shall not be deemed to include information that:

• is or becomes publicly known other than through any act or omission of the receiving party;
• was in the receiving party's lawful possession before the disclosure;
• is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
• is independently developed by the receiving party, which independent development can be shown by written evidence.

10.2. Subject to clauses 10.3 and 10.4, each party shall hold the other party's Confidential Information in confidence and not make the other party's Confidential Information available to any third party or use the other party's Confidential Information for any purpose other than for the purposes of or as permitted by this Agreement.

10.3. Gendo may disclose your Confidential Information to its officers, employees, contractors (including suppliers and sub-contractors) or agents who need to receive it for the purposes of this Agreement ("Representatives"). Gendo shall ensure its Representatives comply with this clause 10.

10.4. Each party may disclose the other party's Confidential Information:

• to the extent it 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 reasonably possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure; or
• to its professional advisers and the courts in respect of legal proceedings or anticipated legal proceedings, and each party shall ensure its professional advisers comply with this clause 10.

10.5. You acknowledge that the Gendo Platform, the Documentation, the Outputs produced under a Free Plan and the results of any performance tests on the Gendo Platform, are part of Gendo's Confidential Information.

10.6. Both parties agree that:

• where you enter the Prompts into the Gendo Platform under a Free Plan, the Prompts and the resulting Outputs are not your Confidential Information; and
• where you enter the Prompts into the Gendo Platform under a Paid Plan, the Prompts and the resulting Outputs are your Confidential Information.

10.7. You shall not:

• include any third party's confidential information in any Prompt in breach of any confidentiality obligations or undertakings owed to the third party; or
• use any Prompt which a reasonable person in your position would know is likely to result in the Gendo Platform generating a third party's confidential information as part of an Output without the third party's permission.

10.8. Please note that where you enter the Prompts into the Gendo Platform under a Free Plan, you can only use the Outputs for the purposes set out in clause 9.4.3, and you may only share the Outputs with third parties subject to clause 9.5.

10.9. If you give your written consent, Gendo may use your business name and logo(s) on Gendo's website and marketing materials to highlight how Gendo and you are working together including in respect of a case study which shall be approved by both parties in writing. Save as set out in this clause 10.9, no party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

11.1. You shall indemnify Gendo against all claims, actions, proceedings, losses, damages, expenses and costs (including reasonable legal fees) arising out of or in connection with any allegation or claim by any third party that:

• Personal Data has been entered into, or created by, the Gendo Platform;
• third-party confidential information has been entered into, or created by, the Gendo Platform; or
• third-party Intellectual Property Rights have been entered into, or created by, the Gendo Platform;

in each case as part of your Prompts or as part of the Outputs created by your Prompts.

11.2. Gendo shall:

• give you prompt notice of any allegation or claim under clause 11.1 of which it is aware;
• provide reasonable co-operation to you in the defence and settlement of such allegation or claim, at your expense; and
• give you sole authority to defend or settle the allegation or claim, provided you do so promptly and using legal advisors reasonably satisfactory to Gendo.

11.3. Gendo shall indemnify you against any claim that your use of the Gendo Platform or Documentation in accordance with this Agreement infringes any third-party patent, copyright or trade mark, and shall indemnify you for any costs, legal fees and damages awarded against you pursuant to a non-appealable judgment by a court of competent jurisdiction or in settlement of such claims, provided that:

• Gendo is given prompt written notice (in no event to exceed three (3) days from when you became aware) of any such claim;
• you do not make any admission, or otherwise attempt to compromise or settle the claim and provide reasonable co-operation to Gendo in the defence and settlement of such claim, at Gendo's reasonable expense; and
• Gendo is given sole authority to defend or settle the claim.

11.4. In the defence or settlement of any claim, Gendo may procure the right for you to continue using the Gendo Platform and/or Documentation, replace or modify the Gendo Platform and/or Documentation so that it becomes non-infringing or, if such remedies are not, in Gendo's reasonable opinion commercially viable, terminate this Agreement on written notice to you without any additional liability or obligation to pay liquidated damages or other additional costs.

11.5. In no event shall Gendo, its employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:

• a modification of the Gendo Platform and/or Documentation by anyone other than Gendo;
• your use of the Gendo Platform and/or Documentation in a manner contrary to the instructions given to you by or on behalf of Gendo;
• your use of any non-Gendo products, software, services or data; or
• your use of the Gendo Platform and/or Documentation after notice of the alleged or actual infringement from Gendo or any appropriate authority.

11.6. You acknowledge that the Outputs are created by the Gendo Platform as a result of your Prompts and therefore Gendo gives no warranties, undertakings or assurances with regard to any Outputs.

11.7. Without prejudice to Gendo's other rights and remedies, Gendo reserves the right to remove or disable access to any Prompt or Output which Gendo believes infringes any third-party rights.

11.8. The foregoing and clause 12.4.2 state your sole and exclusive rights and remedies, and Gendo's entire obligations and liability, for infringement of any patent, copyright or trade mark.

12.1. Except as expressly provided in this Agreement:

• you assume sole responsibility for results obtained from your use of the Gendo Platform, Services and the Documentation, and for conclusions drawn from such use. Gendo makes no guarantee or warranty that your use of the Gendo Platform, Services and/or Documentation will result in an increase in your revenue or engagements with your clients;
• Gendo shall have no liability for any damage caused by errors or omissions in any information or instructions provided to Gendo by you in connection with the Gendo Platform or Services, or any actions taken by Gendo at your direction;
• 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; and
• the Gendo Platform, the Outputs, the Services and the Documentation are provided to you on an "as is" basis.

12.2. Whilst Gendo confirms the Gendo Platform will substantially conform to the Documentation, Gendo shall not be liable for the Outputs generated from the Gendo Platform or the decisions you make as a result of using the Gendo Platform or the Outputs. Without prejudice to the foregoing, you acknowledge that:

• the Outputs generated by the Gendo Platform are entirely dependent on the Prompts entered into the Gendo Platform which are your sole responsibility;
• Gendo cannot guarantee that the Gendo Platform will generate Outputs which meet your requirements; and
• the Outputs generated by the Gendo Platform should not be used as the sole basis for making business decisions. You must perform your own appraisal of your products, services and customer engagement using various resources to make sure your requirements are fulfilled.

12.3. Nothing in this Agreement limits or excludes the liability of Gendo:

• for death or personal injury caused by its negligence;
• for fraud or fraudulent misrepresentation; or
• for any other liability that cannot be lawfully limited or excluded.

12.4. Subject to clause 12.3:

• Gendo shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, indemnity, misrepresentation, restitution or otherwise:
  • (a) for any loss of profits, loss of business, cost of procurement of substitute products or services, depletion of goodwill and/or similar losses or pure economic loss; or
  • (b) for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
• Gendo's total aggregate liability for all claims, whether in tort (including negligence or breach of statutory duty), contract, indemnity, misrepresentation, restitution or otherwise, arising under or in connection with the performance or contemplated performance of this Agreement, shall be limited to the amount of the Fees paid by you to Gendo during the 12 months preceding the date the first claim is made.

12.5. The parties acknowledge and agree that as the Free Plans are provided without charge, it means that, subject to clause 12.3, Gendo's liability under clause 12.4 is nil.

13.1. This Agreement shall commence on the Effective Date and, unless and until terminated in accordance with clause 13.2, clause 13.3 or otherwise in accordance with its terms, it shall:

• continue for the Initial Subscription Term; and
• thereafter renew automatically on a rolling basis for additional periods equal to the duration of the preceding term (each a "Renewal Period").

13.2. Gendo may by giving you written notice terminate this Agreement at any time with immediate effect (or with effect at such other time stated in the notice).

13.3. You may at any time provide notice to Gendo of termination before the end of the Initial Subscription Term or any Renewal Period through the functionality for notifying Gendo of termination made available via the Platform, in which case, this Agreement shall automatically terminate upon the expiry of the Initial Subscription Term or then-current Renewal Period (as applicable). Where you have entered into an Order with Gendo, this clause 13.3 is subject to any applicable provisions relating to termination as set out in the Order.

13.4. 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:

• 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 fourteen (14) days after being notified in writing to make such payment;
• the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of ten (10) Business Days after being notified in writing to do so;
• the other party is declared bankrupt or insolvent under applicable law;
• the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
• the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.

13.5. On termination of this Agreement for any reason:

• except for perpetual licences, all licences granted under this Agreement shall immediately terminate and you shall cease all use of the Gendo Platform and the Documentation;
• except as licenced under perpetual licences, each party shall return and make no further use of any property, documentation and other items (and all copies of them) belonging to the other party;
• any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
• clauses which expressly or impliedly survive termination continue in force, including clauses 1, 8.3, 8.4.2, 8.5, 9, 10, 11, 12, 13.5, 13.6, 14 and to 25 (inclusive).

13.6. Gendo shall not be liable to you for the refund of any Fees paid in advance, except where this Agreement is terminated by Gendo under clauses 11.4 or 13.2, or by you in accordance with clause 13.4.2. In such instance, you shall become entitled to a refund of the Fees for the Plan paid by you to Gendo on a pro rata basis calculated by reference to the remaining time period between the date of termination and the end of the then current Initial Subscription Term or Renewal Term.

13.7. You acknowledge that Gendo may suspend access to the Gendo Platform and the Services where Gendo reasonably believes its business or operations are at risk of harm, where you have breached this Agreement or where Gendo reasonably concludes that continued performance would cause it to breach applicable law.

14. Non-compete

You undertake to Gendo that you will not at any time during the term of this Agreement or for five (5) years from the Effective Date (whichever is less) develop, promote, supply or sell (directly or indirectly) any product or service which is similar to, or which competes with, the Gendo Platform. If you breach the foregoing undertaking, without prejudice to Gendo's other rights and remedies, Gendo shall be entitled to terminate this Agreement (such termination to take effect immediately upon notice to you) and Gendo shall not be liable to you for the refund of any Fees paid in advance.

15. Force Majeure

Gendo shall have no liability to you under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, strikes, lock-outs or other industrial disputes (whether involving the workforce of Gendo or any other party), failure of a utility service or transport or telecommunications network, act of God, Covid-19, pandemic, endemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

16. Variation

Except as expressly set out in this Agreement, no variation to this Agreement shall be effective unless it is in writing and signed by the parties.

17. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

19. Entire Agreement

19.1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

19.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

20. Assignment

20.1. You shall not, without the prior written consent of Gendo, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.

20.2. Gendo may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement and you shall promptly enter into such agreements as Gendo reasonably requires to give effect to any such assignment or transfer.

21. No Partnership or Agency

This Agreement is being entered into on a principal-to-principal basis. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22. Third Party Rights

This Agreement does not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

23. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

24. Notices

24.1. Any notice required to be given under this Agreement shall be in writing and shall be:

• delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at (i) if the parties have not entered into an Order, its registered office address or main business address or; (ii) if the parties have entered into an Order, the applicable address for notices stated in the Order; or
• sent by email to the email address referred to below:
  • (i) if to Gendo: support@gendo.ai
  • (ii) if to you: your email address as provided to us when you enter into a Subscription or, if you have entered into an Order, the email address stated in the Order.

24.2. A party may update its address for receipt of notices from time to time by notifying the other of the updated address in accordance with this clause 24.

24.3. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Normal Business Hours, at 9am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender) provided a delivery failure notification is not received by the sender.

24.4. This clause 24 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

25. Governing Law and Jurisdiction

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 and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales. Notwithstanding the foregoing, nothing shall limit the right of Gendo to take proceedings against you in any other court of competent jurisdiction.