THOUGHTRIVER TERMS AND CONDITIONS OF USE (“TERMS”)
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 these Terms and the Order Form.
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/or (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 UK.
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 Review Framework means all properties, related machine learning data 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.
Contract Data means the data (including but not limited to contracts, the Customer’s own risk policies and properties) created by the Customer and inputted by Authorised Users into the Platform but excluding the ThoughtRiver Processing Data, Labelled Training Data, Derivative Works and ThoughtRiver Out Of The Box (OOTB) Policies.
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 and/or accessed via the Platform.
Fair Use shall mean access to and use of the Platform by an Authorised User which is not in excess of what would be reasonably expected by that Authorised User given the nature and responsibilities of their job and level of experience.
Fees means the fees payable under clause 3 of these Terms.
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.
Order Form means the form completed by the Customer via ThoughtRiver’s website (www.thoughtriver.com) or received directly from ThoughtRiver and which sets out the number of Authorised Users, Fees and Order Term.
Order Term means the period of time for which the Customer shall have access to the Platform in accordance with these Terms as set out in the Order Form.
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 <yourregion>.thoughtriver.review or any other address notified to the Customer by ThoughtRiver, including the Contract Review 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.
Software means the software applications provided by ThoughtRiver as part of the Platform under the Agreement.
Start Date means the date on which these Terms are accepted by the Customer.
Support Hours means 8am to 6pm UK time, any Business Day Monday to Friday.
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 created by the modification or addition to such risk policies whether made by ThoughtRiver and/or the Customer.
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, sophistication and user experience 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, including data manually labelled with the intent of training the Platform to improve the Output.
Virus means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation, accessibility, performance or availability of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device.
COMMENCEMENT AND SCOPE
These Terms apply in respect of the Customer’s usage of the Platform and shall apply and continue until expiry of the Order Term or termination in accordance with these Terms, whichever occurs first.
- Subject to the Customer’s compliance with the Terms, ThoughtRiver hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to access and use the Platform in accordance with their individual Authorised User type during the Order Term for internal business purposes subject always to the Acceptable Use Policy .
- The Customer shall ensure that the Authorised Users use the Platform in accordance with the Terms (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 these Terms.
- 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 these Terms (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.
FEES AND PAYMENT
- All Fees are payable in advance of each Order Term.
- The Customer shall pay each invoice as per the terms the payment terms set out on each invoice.
- If ThoughtRiver has not received payment within 30 days after the due date, without prejudice to any other rights and remedies of ThoughtRiver:
- ThoughtRiver may, on notification to but without liability to the Customer, disable the Account until the outstanding fees are paid; and
- 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.
- 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.
- ThoughtRiver reserves the right to review and update Fees prior to any renewal of the Order Term.
PROVISION OF PLATFORM
- 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.
- ThoughtRiver warrants that it has all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms. 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 these Terms.
- The Customer shall be given access to ThoughtRiver’s support desk which is open during the Support Hours and to which it may email support requests. Requests will be responded to within 72 hours.
- Should the Platform be unavailable, the Customer’s sole remedy shall be for ThoughtRiver to use best endeavours to restore the Platform availability promptly.
- 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.
- 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.
- The Customer agrees and acknowledges that:
- the Output does not constitute legal advice and the Customer shall not rely on the Output as if it were legal advice;
- machine training may result in a deterioration of accuracy of the Output especially where the training is incorrect; and
- 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.
- The Customer shall and shall procure in so far as it is able that the Authorised Users comply with the Acceptable Use Policy.
- The Customer shall own all right, title and interest in and to all of the Contract Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Contract Data.
- ThoughtRiver shall follow its archiving procedures for Contract Data as set out in its Back-Up Policy. In the event of any loss or damage to Contract 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 Contract Data from the latest back-up of such Contract Data maintained under the Back-Up Policy. ThoughtRiver shall not be liable for any loss, destruction, alteration or disclosure of Contract Data caused by any third party (except those third parties sub-contracted by ThoughtRiver to perform services related to Contract Data maintenance and back-up).
- ThoughtRiver shall comply with the Privacy and Security Policy.
- The processing of any personal data is governed by our Data Processing Addendum here.
IPR OWNERSHIP – WHO OWNS WHAT
- The Customer acknowledges and agrees that ThoughtRiver and/or its licensors own all Intellectual Property Rights in the Platform, Training Data and the Derivative Works. Except as expressly stated herein, these Terms do 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.
- The Customer shall own all Intellectual Property Rights in the Contract Data.
- In connection with the performance of these Terms, each party may be given access to the other party’s Confidential Information. A party's Confidential Information shall not include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- is independently developed by the receiving party, which independent development can be shown by written evidence; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- 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 the 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 these Terms.
- 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 these Terms.
- Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
- ThoughtRiver acknowledges that the Contract Data is the Confidential Information of the Customer.
- This clause 7 shall survive termination of the Agreement, however arising.
- ThoughtRiver shall indemnify the Customer against any claim that the use or possession of the Platform in accordance with the provisions of these Terms infringes the copyright of any third party provided that:
- ThoughtRiver is given prompt and complete control of such claim;
- the Customer does not (whether through action or inaction) prejudice ThoughtRiver's defence of such claim;
- the Customer (at ThoughtRiver's expense) gives ThoughtRiver reasonable assistance with such claim; and
- 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.
- 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.
- The provisions of clauses 7.7 and 7.8 state the entire liability of ThoughtRiver to the Customer under these Terms in respect of the infringement of the Intellectual Property Rights of any third party.
LIMITATION OF LIABILITY
- This clause 8 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:
- arising under or in connection with the Agreement;
- 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
- in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
- Nothing in the Agreement excludes the liability of a party:
- 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
- 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 8.3 below.
- Subject to clauses 8.1 and 8.2:
- 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 the Agreement;
save in respect of liability arising under clause 7, 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 the Agreement shall be limited to: the Fees during a minimum Order Term of 12 months.
TERM AND TERMINATION
- This Agreement shall commence on the Start Date and continue for the first Order Term. 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:
- 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;
- this Agreement is otherwise terminated in accordance with the provisions of this Agreement.
- 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 or by the due date for payment and remains in default 30 days after being notified in writing to make such payment;
- If 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
- If 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.
- On expiry or termination of this Agreement for any reason:
- the Customer’s right to use and access the Platform shall immediately terminate;
- each party shall return all equipment, property and other items belonging to the other party; and
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected or prejudiced.
- 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.
- No variation of this Agreement shall be effective unless it is in writing and signed by both parties.
- 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.
- 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.
- 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.
- 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.
- 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.
- The Customer hereby grants to ThoughtRiver a non-exclusive, non-transferable right to use the Customer’s logo on its website for the duration of the Agreement.
- 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).
- 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.
- 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).
- 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.
- For the purposes of this clause 12 the address of each party shall be:
- for ThoughtRiver:
ThoughtRiver Limited, Tower 42, Level 33, 25 Old Broad Street, London EC2N 1HQ, United Kingdom.
- for the Customer, the address and contact details set out in the Order.
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.
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)