ThoughtRiver Terms and Conditions of Use

1. Definitions

Acceptable Use Policy means ThoughtRiver’s acceptable use policy as amended from time to time here.

Account means the Customer’s account on the Platform.

Agreement means the Order together with these Terms.

Associated Company means a corporate body controlling, controlled by or under common control with the Customer.

Authorised Users means the employees, agents and independent contractors of (i) the Customer; and (ii) the Customer’s Associated Companies, who are authorised by the Customer to use the Platform (and as limited to the permitted number set out in the Order).

Back up Policy means ThoughtRiver’s back-up policy as amended from time to time here.

Business Day means any day which is not a Saturday, Sunday or public holiday in the Support Timezone.

Confidential Information means information that is proprietary or confidential and is either clearly labelled as such, identified as such or by its nature can reasonably be considered to be confidential information.

Contract means terms that are executed or intended to be executed together as a discrete contract including versions thereof. The following are separate contracts: variations, waivers, change notes, statements of work, related agreements such as side letters and other contracts which taken together document a transaction.

Core Contract Description Framework means all properties, related machine learning interpretation and risk models provided as part of the Platform together with any Training Data used to generate such items.

Customer means the customer identified as such in the Order.

Customer Data means the data (including but not limited to contracts, the Customer’s own risk policies) created by the Customer and inputted by Authorised Users into the Platform excluding the ThoughtRiver Processing Data, Labelled Training Data, Derivative Works and ThoughtRiver Out Of The Box (OOTB) Policies.

Data Processing Addendum means the addendum setting out the way in which ThoughtRiver processes personal data, as amended from time to time here.

Derivative Works means any and all software derivative work produced by ThoughtRiver and/or by the operation of the Platform.

Documentation means any documentation supplied by ThoughtRiver to the Customer under this Agreement.

Fees means the fees payable under clause 6 of these terms.

Free Trial means the length of time for which the Customer can access and use the Platform free of charge as stated in the Order.

Intellectual Property Rights means all intellectual property rights including, but not limited to, patents, trade secrets, trade marks, service marks, trade names, copyrights and other rights in works of authorship (including rights in computer software), moral and artists’ rights, design rights, domain names, know-how and database rights and whether any of the foregoing are registered or unregistered and all rights or forms of protection of a similar nature in any country.

Labelled Training Data means Training Data manually labelled with the intent of training the Platform to improve the Output and whether labelled by ThoughtRiver and/or the Customer.

Licensed Data means Training Data and anonymised contract text but shall not include any Customer risk policies.

Order means the order form to which these terms are attached.

Order Month means a calendar month, or part thereof, occurring during an Order Term.

Order Term means the period identified as such in the Order. If no such period is given, the Order Term shall be deemed to be 12 months.

Output means all data or information provided by the Platform in reports, screens, downloads, files, charts or other formats.

Platform means the platform available at <region>.thoughtriver.review or any other address notified to the Customer by ThoughtRiver, including the Core Contract Description Framework, ThoughtRiver Out Of The Box (OOTB) Policies, Software and Documentation.

Privacy and Security Policy means ThoughtRiver’s policy for privacy and security as amended from time to time here.

Professional Services means services provided by ThoughtRiver’s dedicated legal content and workflow team relating to the configuration of the Platform for the Customer.

Service Level Agreement means the schedule detailing the technical support provided by ThoughtRiver to the Customer during the course of the Agreement as amended from time to time.

Software means the software applications provided by ThoughtRiver as part of the Platform under this Agreement.

Start Date means the date identified as such in the Order.

Support Timezone means the timezone identified as such in the Order.

Term means the period commencing on the Start Date and ending on the last day of the final Order Term unless terminated earlier in accordance with clause 15.

ThoughtRiver Out Of The Box (OOTB) Policies means the risk policies created by ThoughtRiver and marked as such on the Platform including any Derivative Works thereof.

ThoughtRiver Processing Data means statistical, textual correlative and activity-based data captured by the Platform in the course of usage by Authorised Users and all derivative data which is used by ThoughtRiver to improve the intuition, accuracy and sophistication of the Platform.

Training Data means a set of data that is fed into an algorithm to produce a trained model to improve the quality of the Output.

2. Interpretation

2.1 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

2.2 Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular.

2.3 Unless otherwise stated, references to clauses, schedules, and exhibits are to the clauses, schedules, and exhibits within these terms.

3. Commencement and Scope

3.1 Except where the Customer undertakes a Free Trial, this Agreement shall commence on the Start Date and shall continue until expiry of the Order Term. Where the Customer undertakes a Free Trial, the Agreement shall commence on the Start Date and end on the last day of the Free Trial or continue for the first Order Term as elected by the Customer under Clause 4.1.

3.2 This Agreement applies in respect of the Customer’s usage of the Platform.

4. Free Trial

4.1 Where the Customer undertakes a Free Trial, this Agreement shall commence on the Start Date and shall continue for the first Order Term unless:

• 4.1.1 the Customer provides written notice of termination to ThoughtRiver on or before the last day of the Free Trial; or
• 4.1.2 either Party terminates the Agreement in accordance with clause 15.

4.2 Where the Customer terminates the Agreement during the Free Trial in accordance with clause 4.1.1 or 4.1.2, all Customer Data uploaded to the Platform during the Free Trial shall be permanently deleted by ThoughtRiver at the end of the Free Trial.

5. Licence

5.1 Subject to the Customer’s compliance with the terms of this Agreement, ThoughtRiver hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to access and use the Platform during the Term for internal business purposes and as an integrated component of managed services provided to the Customer’s legal services clients, subject always to the Acceptable Use Policy.

5.2 The Customer shall ensure that the Authorised Users use the Platform in accordance with the terms of this Agreement (including, without limitation, the Acceptable Use Policy) and their permitted access on the Platform. The Customer shall be liable for any Authorised User's breach of this Agreement.

5.3 The Customer is granted a non-exclusive and non-transferable right to use parts of the ABBYY SDK solely in conjunction with the Platform and in accordance with this Agreement (including the specification here). This licence may be time- or function-limited and protected from unauthorised copying by means of a hardware or software protection key which is an integral part of the ABBYY SDK.

6. Fees

6.1 Unless otherwise stated in the Order, the Customer shall pay all Fees in advance in respect of the Order Term and in any event no later than 30 days after the Start Date, but shall not be required to pay any Fees until the end of any Free Trial.

6.2 The Customer shall pay any additional charges on a monthly basis following the Order Month in which they were incurred.

6.3 To the extent the Order details any Professional Services, Fees for that shall be payable upon presentation of a valid invoice.

6.4 ThoughtRiver reserves the right to review and update the Fees prior to any renewal of the Order Term.

7. Payment

7.1 The Customer shall pay the Fees to ThoughtRiver in accordance with this clause 7.

7.2 If ThoughtRiver has not received payment within 30 days after the due date, without prejudice to any other rights and remedies of ThoughtRiver:

• 7.2.1 ThoughtRiver may, on notification to but without liability to the Customer, disable the Account until the outstanding fees are paid; and
• 7.2.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 2% over the then current base lending rate of Barclays Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

7.3 The Fees shall be payable in pounds sterling unless otherwise set out in the Order and are exclusive of value added tax, which where applicable shall be added to ThoughtRiver invoice(s) at the appropriate rate.

8. Output

8.1 The Customer agrees and acknowledges that:

• 8.1.1 the Output does not constitute legal advice and the Customer shall not rely on the Output as if it were legal advice;
• 8.1.2 machine training may result in a deterioration of accuracy of the Output especially where the training is incorrect; and
• 8.1.3 the Platform uses predictive technology and user data input to identify provisions of contracts and generate risk assessments. The nature of this technology is that accuracy will improve over time but cannot be guaranteed and it is likely that mistakes will occur from time to time. ThoughtRiver does not provide any warranty or accept any liability of any kind in relation to such mistakes.

9. Provision of Platform

9.1 The Platform is provided to the Customer on an "as is" basis. The Customer assumes sole responsibility for the results obtained from its selection and use of the Platform and Output, and for decisions taken (automated or not) and/or conclusions drawn from such results.

9.2 ThoughtRiver warrants that it has all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement. Save as set out in the preceding sentence, 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.

9.3 ThoughtRiver shall provide the support set out in the Service Level Agreement as notified to the Customer from time to time. In the event that ThoughtRiver breaches its obligations under this clause, the Customer’s sole remedy shall be for ThoughtRiver to use best endeavours to restore the Platform availability promptly.

9.4 ThoughtRiver does not warrant that the Customer's use of the Platform will be uninterrupted or error-free or that the Platform and/or the Output will meet the Customer's requirements.

9.5 ThoughtRiver 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.

9.6 The Customer shall comply with the Acceptable Use Policy.

9.7 The Customer shall provide ThoughtRiver with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by ThoughtRiver in order to provide the services, including but not limited to Customer Data, security access and configuration services.

10. Customer Data

10.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

10.2 ThoughtRiver shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy. In the event of any loss or damage to Customer Data caused by ThoughtRiver, the Customer's sole and exclusive remedy shall be for ThoughtRiver to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained under the Back-Up Policy. ThoughtRiver shall not be liable for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by ThoughtRiver to perform services related to Customer Data maintenance and back-up).

10.3 ThoughtRiver shall comply with the Privacy and Security Policy.

10.4 The processing of any personal data is governed by our Data Processing Addendum.

11. IPR Ownership

11.1 The Customer acknowledges and agrees that ThoughtRiver and/or its licensors own all Intellectual Property Rights in the Platform, Labelled Training Data and the Derivative Works. Except as expressly stated herein, this Agreement does not grant the Customer or the Authorised Users any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform or the ThoughtRiver Processing Data.

11.2 ThoughtRiver confirms that it has all the rights in relation to the Platform that are necessary to enable it to licence the use of the same to the Customer under, and in accordance with, the terms of this Agreement.

11.3 Without prejudice to clause 11.1, the Customer shall own all intellectual property rights in the Customer Data. The Customer permits Licensed Data to be used as part of the Core Contract Description Framework and the Customer shall be deemed to have granted ThoughtRiver an irrevocable, perpetual, worldwide, royalty-free licence to store, display, use, copy, maintain, customise and provide such data as part of the Platform for use by ThoughtRiver and all customers and other users for any reasonable purpose associated with Platform usage, contract review, analysis, benchmarking and other such activities.

12. Confidentiality

12.1 In connection with the performance of this Agreement, each party may be given access to the other party’s Confidential Information. A party's Confidential Information shall not include information that:

• 12.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
• 12.1.2 was in the other party's lawful possession before the disclosure;
• 12.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
• 12.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
• 12.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

12.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement. If either party is required to disclose Confidential Information to any employee, agent or sub-contractor then it shall ensure that such relationships are governed by contractual terms relating to confidentiality which are no less onerous than in this Agreement.

12.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

12.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

12.5 ThoughtRiver acknowledges that the Customer Data is the Confidential Information of the Customer.

12.6 This clause 12 shall survive termination of this Agreement, however arising.

13. IPR Indemnity

13.1 ThoughtRiver shall indemnify the Customer against any claim that the use or possession of the Platform in accordance with the provisions of this Agreement infringes the copyright of any third party provided that:

• 13.1.1 ThoughtRiver is given prompt and complete control of such claim;
• 13.1.2 the Customer does not (whether through action or inaction) prejudice ThoughtRiver's defence of such claim;
• 13.1.3 the Customer (at ThoughtRiver's expense) gives ThoughtRiver reasonable assistance with such claim;
• 13.1.4 the claim does not arise as a result of the use of the Platform in combination with any material not supplied or approved in writing by ThoughtRiver; and
• 13.1.5 the Customer immediately suspends use of the Platform after notice of any alleged infringement from ThoughtRiver or any appropriate authority.

13.2 ThoughtRiver shall have the right to replace or change all or part of the Platform in order to avoid any infringement or suspected infringement of the Intellectual Property Rights of any third party.

13.3 The provisions of this clause 13 state the entire liability of ThoughtRiver to the Customer under this Agreement in respect of the infringement of the Intellectual Property Rights of any third party.

14. Limitation of Liability

14.1 This clause 14 sets out the entire liability of each party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other party:

• 14.1.1 arising under or in connection with this Agreement;
• 14.1.2 in relation to ThoughtRiver’s liability, in respect of any use made by the Customer and Authorised Users of the Platform or any part of them; and
• 14.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

14.2 Nothing in this Agreement excludes the liability of a party:

• 14.2.1 for death or personal injury caused by that party’s negligence, for fraud or fraudulent misrepresentation or for any other reason that cannot be lawfully limited or excluded; or
• 14.2.2 in relation to the Customer, the Customer’s liability to pay the Fees which shall be in addition to the amounts set out in clause 14.3 below.

14.3 Subject to clauses 14.1 and 14.2:

• 14.3.1 a party shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement;
• 14.3.2 save in respect of liability arising under clause 13, a party’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with or under this Agreement shall be limited to £1000 during any Free Trial and the total Fees payable during the Order Term.

15. Term and Termination

15.1 Except where the Customer undertakes a Free Trial, this Agreement shall commence on the Start Date and continue for the first Order Term.

15.2 At the end of the first Order Term and all successive Order Terms this Agreement shall be automatically renewed for a further Order Term of the same length as the first Order Term, unless:

• 15.2.1 either party notifies the other party of termination, in writing, at least 45 days before the end of an Order Term, in which case this Agreement shall terminate upon the expiry of the applicable Order Term;
• 15.2.2 this Agreement is otherwise terminated in accordance with the provisions of this Agreement.

15.3 Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

• 15.3.1 the other party fails to pay any amount due under this Agreement on or by the due date for payment and remains in default 30 days after being notified in writing to make such payment;
• 15.3.2 the other party commits a material breach of any other term of this Agreement which is irremediable or (if such breach is remediable) the other party fails to remedy within 30 days after being notified in writing to do so; or
• 15.3.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts, is declared insolvent, is wound up or has an administrator appointed.

15.4 On expiry or termination of this Agreement for any reason:

• 15.4.1 the Customer’s right to use and access the Platform shall immediately terminate;
• 15.4.2 each party shall return all equipment, property and other items belonging to the other party;
• 15.4.3 subject to any rights granted under clause 11.3 and without prejudice to clause 4.2, ThoughtRiver shall destroy the Customer Data, save where the Customer provides written notice to ThoughtRiver to return a copy of the Customer Data in its possession. The Customer shall pay reasonable expenses incurred by ThoughtRiver in returning Customer Data; and
• 15.4.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected or prejudiced.

16. Miscellaneous

16.1 A party shall have no liability to the other party 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 provided that the affected party is notified of such an event and its expected duration.

16.2 No variation of this Agreement shall be effective unless it is in writing and signed by the parties.

16.3 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.

16.4 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

16.5 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.

16.6 The Customer shall not, without the prior written consent of ThoughtRiver, assign, transfer, charge or deal in any other manner with all or any of its rights or obligations under this Agreement.

16.7 The Customer hereby agrees that ThoughtRiver shall be entitled to make reference to the Customer’s usage of the Platform on its website, in its marketing materials and discussions.

16.8 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).

16.9 In the event of a conflict between any provision in these terms and that of any Order Form, the terms in the Order Form shall prevail.

17. Entire Agreement

17.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them, written or otherwise, relating to the subject matter they cover.

18. Notices

18.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by email (with receipt notification enabled and a physical copy of the email sent by first class post).

18.2 A notice delivered by email shall be deemed to have been received 24 hours after the relevant receipt notification has been received by the sender. A notice delivered by post shall be deemed received on the date of delivery or if delivered outside of business hours, on the next Business Day.

18.3 For the purposes of this clause 18 the address of each party shall be:

• ThoughtRiver: Chief Executive Officer at ThoughtRiver’s registered office address
  Email: ceo@thoughtriver.com
  with a copy to legal@thoughtriver.com
• Customer: As set out in the Order.

19. Governing Law

19.1 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 and construed in accordance with the laws of England and Wales.

20. Jurisdiction

20.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).