These terms of use (these "Terms") are a binding agreement between Parallax (“we” or “us”) and you (“you”, “your” or “User”) and govern your access to and use of the Services (as defined below). These Terms are effective between you and us as of the date that you create an account to access the Services.
YOU SHOULD READ THESE TERMS IN THEIR ENTIRETY BEFORE ACCESSING THE WEBSITE (AS DEFINED BELOW) AND/OR USING ANY OF THE SERVICES. BY ACCESSING THE SERVICES, YOU ACCEPT AND AGREE TO THESE TERMS AND THE PRIVACY POLICY, AND ANY AMENDMENT TO THESE TERMS THAT MAY BE MADE FROM TIME TO TIME. EXCEPT AS OTHERWISE STATED, THESE TERMS ARE INCORPORATED INTO ANY CUSTOMER AGREEMENT BETWEEN YOU AND US.
Interpretation
Definitions. In these Terms, unless the context requires otherwise:
"Account" means each account that is created by you to access and use the Services on the Website;
“Account Credentials” shall have the meaning as set out in Clause 3.3.1 of these Terms;
"Affiliates" means any entity which controls, is controlled by or is under common control with us, and the term "control" means the power to direct the management or policies of an entity, whether through the ownership of more than fifty per cent (50%) of voting power, the power to appoint a majority of the members of the board of directors, contractual arrangements or otherwise;
"Authorised User" means an individual authorised by you to access and use the Services under your Account, including under a seat allocated by you in accordance with your subscription plan, and for whose acts and omissions you are responsible;
"Beta Period" means, in respect of any Service or feature made available to you as a Beta Version, the period beginning when we first make that Beta Version available to you and ending on the earlier of (a) the date on which we notify you that it has become generally available and (b) the date on which we withdraw or discontinue your access to it;
“Beta Version” shall have the meaning as set out in Clause 2.4 of these Terms;
"Claims" shall have the meaning as set out in Clause 11.1 of these Terms;
"Confidential Information" shall have the meaning as set out in Clause 8.1 of these Terms;
"Credits" means any usage credits, allowances or other non-cash entitlements that we make available to you in our sole discretion to enable access to the Services during the Beta Period;
"Customer Data" means all data, documents, files, instructions, inputs, records, images, text, audio, video, metadata or other materials that are uploaded, submitted, transmitted, made available or otherwise provided to the Services by or on behalf of you or any Authorised User, including any data provided through an integration or External Service at your direction. Customer Data includes any personal data comprised in the foregoing, but excludes Feedback and any Output;
“Data Protection Laws” means all applicable laws, regulations, regulatory requirements, codes of practice and binding guidance relating to the privacy, protection, security, processing, collection, use, disclosure, retention, transfer or other handling of personal data, in each case as amended, replaced or re-enacted from time to time;
“Discloser” shall have the meaning as set out in Clause 8.1 of these Terms;
“Documentation” means the user guides, technical documentation, specifications, instructions, policies, help materials and other written or electronic materials that we make available to you in connection with the Services, including through the Website or within the Services, as updated by us from time to time;
"DPA" means our data processing addendum which is effective from time to time and accessible at https://useparallax.ai/legal/data-processing-addendum/, which applies where we process personal data on your behalf;
“External Services” shall have the meaning as set out in Clause 10.3 of these Terms;
“Feedback” shall have the meaning as set out in Clause 10.2 of these Terms;
“Fees” shall have the meaning as set out in Clause 4.1 of these Terms;
"HKIAC" shall have the meaning as set out in Clause 13.10 of these Terms;
"Indemnified Parties" shall have the meaning as set out in Clause 11.1 of these Terms;
"Intellectual Property Rights" mean any copyrights, designs, patents, rights to inventions, rights in confidential information, know-how, trade secrets, trademarks, trade names, database rights, chip topography rights, mask works, utility models, domain names, source codes, rights in designs, rights in computer software, rights in the websites or mobile applications and all similar rights of whatever nature and in whatever form and, in such case (a) whether registered or not, (b) including any applications to protect or register such rights, (c) including all renewals and extensions of such rights or applications, (d) whether vested, contingent or future and wherever existing;
“Losses” means losses, damages, liabilities, claims, costs and expenses of every kind and nature;
“Order Form” means an ordering document, subscription form, statement of work, online checkout page or other ordering instrument entered into by you and us that specifies the Services to be provided, the applicable subscription term, Fees, usage limits and any other commercial terms applicable to your purchase or use of the Services;
“Output” means any analysis, report, summary, extraction, classification, recommendation, response, insight, draft, visualisation, data point, content or other result generated, produced or made available by the Services in response to Customer Data, prompts, instructions or other inputs submitted by or on behalf of you;
“Platform” means our proprietary, cloud-based software platform, including its web-based interfaces, applications, AI-powered functionality, models accessible under a licence from third-party providers, tools, features, APIs, integrations and related technology, through which we make the Services available. The term “Platform” includes any updates, upgrades, modifications or enhancements that we make available from time to time, but excludes External Services;
“Platform Defect” shall have the meaning as set out in Clause 12.2.2 of these Terms;
“Privacy Policy” means our privacy policy which is effective from time to time and accessible at https://useparallax.ai/legal/privacy-policy/;
“Recipient” shall have the meaning as set out in Clause 8.1 of these Terms;
"Service Content" means all content relating to the Services and the Website, including all visual, audio and design elements and other materials contained therein and including without limitation, our logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof;
"Services" means the services (including any tools and technologies) made available by us to you on or through the Website and all related services made available by us from time to time;
"Terms" shall have the meaning as set out in the first paragraph of these Terms;
“Third-Party Infringement Claim” shall have the meaning as set out in Clause 12.4.2 of these Terms;
“Usage Limits” shall have the meaning as set out in Clause 6.2 of these Terms;
“Website” means https://useparallax.ai or such other website as may be made available by us in connection with the Services (or any part thereof);
"you" or "your" shall have the meaning as set out in the first paragraph of these Terms.
Interpretation. In these Terms:
whenever a singular expression is used, that expression is considered as including the plural, where required by the context;
a reference to a person shall include a natural person, corporate or unincorporated body (whether or not having separate legal personality), where required by the context; and
the headings of sections and paragraphs are included for reference only and do not affect the meaning or interpretation of those sections and paragraphs.
Related documents. The following documents form part of and are incorporated into these Terms: (a) the Privacy Policy; (b) the DPA, where we process personal data on your behalf; and (c) any acceptable use policy we publish and notify to you from time to time.
Order of precedence. If there is any conflict or inconsistency between the documents forming the agreement between us, the following order of precedence applies (highest first): (i) any written agreement executed between you and us that expressly varies these Terms; (ii) any Order Form; (iii) these Terms; (iv) the DPA; and (v) the Privacy Policy, except that the DPA prevails over all other documents in respect of the processing of personal data.
The Services
Services. We will make the Platform available to you for access within the use limitations set forth in these Terms. The Platform allows you to, among others:
create an Account and upload Customer Data, including documents and information relating to companies that are subject to a due diligence exercise;
analyse, review and consider the uploaded Customer Data;
generate Outputs, including due diligence questionnaires, memoranda and analyses; and
access such other features and functionality as we may make available from time to time.
Service Changes. We may modify, update, enhance, suspend or discontinue all or any part of the Services at any time. Where the Services are provided on a paid basis and we make a change that materially and adversely reduces the core functionality of the Services, we will give you reasonable prior notice by email or in-Platform notification.
Warranties. By accessing or using any of the Services, you warrant to us on a continuous basis that:
you are at least 18 years old or have attained such age of majority and contractual capacity in your jurisdiction of residence;
where you are accessing and using the Services on behalf of a legal person, that you have the requisite authority to agree to these Terms on behalf of such legal person;
you have read carefully in full these Terms (including any documents incorporated by reference) and agree to all such documents;
you are accessing and using the Services in the course of a business, trade, profession or investment activity and not as a consumer, and not for personal, household or domestic purposes;
you acknowledge and agree that (i) we are not a law firm, accounting firm, audit firm, financial adviser, investment adviser, broker, dealer, corporate finance adviser or any other form of regulated or licensed professional services provider, and we do not hold ourselves out as such in any jurisdiction; and (ii) the Services are a software tool that assists with due diligence workflows, and are not a due diligence service, an audit, an investigation, a verification service, or a substitute for professional advice; and
you are (i) not subject to any embargo, sanctions or otherwise included on any list of designated prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the United States Government (i.e., the Specially Designated Nationals List, Foreign Sanctions Evaders List of the United States Department of Treasury, Entity List, Denied Persons List and Unverified List of the United States Department of Commerce), the United Kingdom Government (i.e., HM Treasury's financial sanctions regime), the European Union or any of its Member States, or other applicable government authority; and (ii) not located in any country subject to any comprehensive sanctions program implemented by the United States Government.
Beta Versions. We may, at our discretion, give you access to certain Services either free of charge or on a trial basis, or on a pre-release or beta basis (each, a “Beta Version”). You may choose whether to accept that access. If you do, you acknowledge and agree that (i) we may, without any prior notice or consultation, withdraw, suspend or discontinue the access, or change the terms on which it is provided, including by introducing charges and changing model providers, sub-processors and technical architecture, at any time and for any reason, in our sole discretion; (ii) any Services made available on that basis are provided “as is”, without any representation, warranty or guarantee regarding their availability, functionality or performance; (iii) availability, uptime, response times and performance are not guaranteed, and no service level agreement, service credit or availability commitment applies; (iv) we will not be liable for any Losses suffered or incurred by you or any other person arising out of or in connection with that access or those Services, and you fully waive and disclaim any such liability; and (v) Outputs are generated using third-party model providers and routing configurations which we may vary at any time, and the data-handling practices of those providers, including in relation to model training and data retention, vary between providers and are governed by their own terms, as described in the Privacy Policy and the DPA. In respect of any Beta Version, data may be lost, corrupted or become inaccessible, and you are responsible for maintaining your own copies of all Customer Data and Outputs that are important to you. Further, where the access relates to a Beta Version, you agree to take part in any surveys or testing that we reasonably require in connection with it. You also agree that we may use any Feedback you provide about the Beta Version for research, analysis and product-development purposes.
Beta access and Credits. During the Beta Period: (i) access to the Services is provided free of charge and no Fees are payable by you; (ii) access may be enabled, metered or limited by means of Credits allocated to you in our sole discretion; (iii) Credits are free, discretionary and non-transferable, have no cash or monetary value, and may not be exchanged, redeemed, refunded or set off against any amount; (iv) we may vary, reduce, suspend, revoke or expire Credits, and may change the rate at which they are consumed, at any time, for any reason and without liability to you; (v) we do not guarantee any particular quantity, duration, availability or replenishment of Credits; (vi) neither the allocation of Credits nor your participation in a Beta Version confers any right or entitlement to continued participation in that Beta Version, to continued or future access to the Services, to any paid subscription, or to any particular pricing, discount, allowance or terms after the Beta Period; and (vii) no Fees, usage-based charges or overage charges are payable in respect of your use of the Services during the Beta Period unless separately agreed between you and us in writing after the Beta Period.
Accounts and Registration
Registration. To access the Services, you must register for an Account and provide accurate, current and complete registration information. We may at our discretion refuse to allow anyone to create an Account.
Eligibility. You must not register for or use an Account if you are (i) below the age of 18 or the age of majority in your jurisdiction of residence; (ii) a person or entity that is subject to any economic, financial or trade sanctions, embargoes, asset-freeze measures or other restrictive measures administered or enforced by the United Nations Security Council, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the European Union and His Majesty’s Treasury’s Office of Financial Sanctions Implementation (OFSI), including any person or entity that is listed, designated, blocked or otherwise identified on any applicable sanctions or restricted-party list maintained by such authorities, or that is owned or controlled, directly or indirectly, by, or acting on behalf of or at the direction of, any such person or entity; (iii) located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions or embargo; or (iv) otherwise prohibited from receiving the Services under applicable law.
Account security.
You are responsible for maintaining the confidentiality and security of all credentials associated with your Account (“Account Credentials”) and for all activity that occurs under your Account, whether or not authorised by you. You must not share Account Credentials with, or permit access by, any person other than an Authorised User in accordance with your subscription plan.
You must use commercially reasonable efforts to prevent and terminate unauthorised access to and use of your Account and/or the Services.
You must back up any Customer Data or Output in accordance with good information technology practices and applicable law.
Inactive Account. We may delete, deactivate or suspend your Account, and delete or remove any Customer Data associated with your Account, if your Account has been inactive for a continuous period of twelve (12) months, provided that we will use reasonable efforts to give you prior notice at the email address associated with your Account, unless we are not reasonably able to do so or we are required to act sooner for legal, security or operational reasons.
Account Termination. You may terminate these Terms at any time by ceasing all use of the Services. We may, at any time and in our sole discretion, temporarily or permanently suspend, restrict, throttle, pause or terminate your access to all or any part of the Services, or deactivate, invalidate, cancel or delete your Account, without liability to you, if:
you breach these Terms or any applicable law, regulation or third-party terms applicable to your use of the Services;
we reasonably suspect that your Account or the Services are being used in connection with unlawful, unauthorised, fraudulent, abusive or otherwise improper activity;
we consider such action reasonably necessary to protect the security, integrity or operation of the Services, your Account, Customer Data, other users, or our systems, including to prevent unauthorised access or a suspected security incident;
we are required to do so under applicable law or pursuant to a valid subpoena, court order, governmental request or other binding direction of a competent authority; or
your Account or use of the Services is subject to, or may reasonably be connected with, pending or threatened litigation, an investigation, enforcement action or governmental proceeding, or we reasonably consider that your use creates heightened legal, regulatory, sanctions, compliance or reputational risk.
Effect of termination. On termination or expiry of these Terms, for whatever reason: (i) all licences granted to you under these Terms terminate immediately and you must cease all use of the Services; (ii) all Fees accrued up to the date of termination become immediately due and payable; (iii) during the Beta Period, we will remove Customer Data and Outputs from active views within the Platform, and they will not be used in generating further Outputs, and will action any request by you to export or delete Customer Data and Outputs manually, on a reasonable-efforts basis and subject to applicable technical and legal constraints, except where we are prohibited by law from doing so or where termination arises from your breach of Clause 6 or Clause 7; and (iv) we do not during the Beta Period commit to any fixed export window, to the export of Customer Data or Outputs in any particular format or in complete form, to any fixed deletion period, to hard or irreversible deletion, to self-service export or deletion functionality, or to the deletion of copies contained in routine backups, in application, operational or security logs or in de-identified or aggregated data derived from Customer Data, and we may in any event retain copies to the extent required by applicable law or for the establishment, exercise or defence of legal claims..
Suspension pending resolution. Where we suspend rather than terminate your access, we will restore access promptly once the circumstances giving rise to the suspension have been resolved to our reasonable satisfaction. Suspension does not relieve you of your obligation to pay Fees accruing during the suspension where the suspension arises from your breach.
Fees
Fees. Except as provided in Clause 2.5, under which no Fees are payable during the Beta Period, you must pay the fees for the Platform and any related services set out in the applicable Order Form, subscription page or other pricing arrangement agreed by the parties (the "Fees"). Unless otherwise stated, Fees are payable in the currency in which they are quoted, are exclusive of applicable taxes, and are non-cancellable and non-refundable.
Billing and Payment. Where Fees are payable, we will invoice you in accordance with the applicable Order Form or charge the payment method associated with your Account. You must pay each undisputed invoice within fifteen (15) days after its invoice date, without set-off, counterclaim, deduction or withholding, except as required by applicable law. If payment is made by credit card, debit card or another third-party payment provider, you authorise us or our payment processor to charge the applicable Fees to that payment method.
Taxes. You are responsible for all sales, use, value-added, goods and services, withholding and similar taxes, duties, levies or governmental charges arising from your purchase or use of the Platform, excluding taxes based on our net income, property or employees. If you are required by law to make a withholding or deduction from any payment, you must pay such additional amount as is necessary to ensure that we receive the full amount it would have received had no withholding or deduction been required, unless otherwise agreed in writing.
Late Payment. If any Fees remain unpaid after their due date, we may, without limiting our other rights and remedies:
charge interest on the overdue amount at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, from the due date until payment in full;
recover reasonable costs incurred in collecting the overdue amount, including external debt-collection and legal costs; and/or
suspend or restrict access to the Platform, including by suspending processing, exports, integrations or access by Authorised Users, until all overdue amounts are paid in full.
Usage-Based and Overage Fees. Where Fees are calculated by reference to usage, including documents processed, pages, tokens, searches, reports, storage, API calls, processing capacity or other usage metrics, we may measure and charge for such usage in accordance with the applicable Order Form, pricing page or Documentation. If your use exceeds the limits included in your subscription, we may charge agreed overage Fees, require an upgrade to an appropriate plan, or apply the measures set out in the Usage Limits provisions. This Clause 4.5 does not apply during the Beta Period, in respect of which Clause 2.5 applies; usage during the Beta Period may be measured and limited by reference to Credits and the Usage Limits but gives rise to no payment obligation.
Licence
Limited Licence. We grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Website and Services, subject at all times to your ongoing compliance with these Terms. This includes ensuring that all representations, warranties and undertakings you give under these Terms remain true, accurate and current. If we determine, at any time, that you have made a misrepresentation or breached any representation, warranty or undertaking under these Terms, we may, in our sole discretion, suspend or restrict your access to all or any part of the Services.
Reservation of Rights. All rights not expressly granted to you are reserved by us and our licensors. No rights are granted by implication, estoppel or otherwise.
Use Restrictions
Restrictions. You must not, and must not permit any person to:
copy, modify, adapt, translate or create derivative works of the Services or the Documentation, except as expressly permitted;
reverse engineer, decompile, disassemble or otherwise attempt to derive or discover the source code, object code, underlying structure, algorithms, model architecture, model weights, prompts, system instructions or ideas of the Services, except to the extent such restriction is prohibited by applicable law;
scrape, crawl, spider, harvest, index or otherwise extract data from the Services by automated means, or access the Services other than through the interfaces and application programming interfaces we provide;
rent, lease, lend, sell, resell, sublicense, distribute, transfer, assign, or make the Services available to any third party, or use the Services on a service bureau, timesharing, outsourcing or managed service basis, or white-label the Services, in each case without our prior written consent;
engage in, plan, facilitate or conceal insider dealing, market manipulation, market abuse, front-running, or any other breach of securities or market conduct laws, or to analyse material non-public information for the purpose of dealing in securities;
use the Services for the purpose of, or in connection with, (i) critical infrastructure systems; (ii) life-support or medical diagnostic applications; (iii) law enforcement or public safety decision-making; or (iv) any other safety-critical contexts;
violate any applicable export controls and regulations of the United Nations, the United States, European Union, the People’s Republic of China (including all of its regions and territories) and other applicable governmental authorities, including but not limited to the U.S. Export Administration Regulations (including any military use as defined in the U.S. Export Administration Regulations);
engage in any conduct which (i) constitutes a prohibited AI practice; or (ii) would render the Services a “high risk AI system”, each as defined under the Artificial Intelligence Act (Regulation (EU) 2024/1689);
breach any applicable law, regulation, licence condition, rule, court order or regulatory requirement, including, without limitation, laundering money, evading sanctions, financing terrorism, or facilitating bribery, corruption or tax evasion, or circumventing any anti-money laundering, counter-terrorist financing, sanctions, export control or anti-bribery requirement or infringing or misappropriating any Intellectual Property Rights or other rights of any other person;
conduct surveillance of, or to profile, screen, score, investigate or make decisions about, any individual in a manner that breaches applicable data protection, employment, credit, tenancy, insurance or anti-discrimination law or otherwise engage in any prohibited practices for artificial intelligence systems;
generate, or to assist in generating, content that is deceptive, fraudulent or misleading or to defame, harass, threaten or abuse any person;
use the Services, Customer Data processed through the Services, or any Output to develop, train, fine-tune, evaluate, benchmark or improve any artificial intelligence or machine learning model, or any product or service that competes with the Services;
circumvent, disable or interfere with any usage limits, seat limits, rate limits, security features, access controls, safety systems or content filters of the Services;
remove, obscure or alter any proprietary notices, watermarks or attributions contained in or displayed by the Services or in any Output;
attempt to exploit vulnerability of any system or network of ours or breach any security or authentication measures implemented by us;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or any other part of the Services generally;
engage in prompt injection, jailbreaking, adversarial prompting, or any other technique intended to circumvent or defeat safety controls, content filters, usage restrictions or access controls;
probe, scan or test the vulnerability of the Services or any related system or network, or breach or circumvent any security or authentication measure, except pursuant to a written authorisation from us under a coordinated vulnerability disclosure programme;
use the Platform for any malicious, abusive, manipulative or illegal purposes; or
use the Services in breach of these Terms.
Usage Limits. Your use of the Platform is subject to the usage limits, feature restrictions, processing capacity, user-seat limits, storage limits, document limits, query limits, API limits and other limitations applicable to your subscription plan (if any) the Platform interface or the Documentation (collectively, the “Usage Limits”). Usage Limits may be measured by reference to, among other things, matters or workspaces, documents uploaded or processed, pages, tokens, queries, searches, reports generated, exports, API calls, storage consumed, processing time, concurrent sessions or other applicable usage metrics. You must not circumvent or attempt to circumvent any Usage Limits, including by creating multiple accounts, sharing accounts, using automated means, or otherwise structuring usage to avoid the applicable limits. We reserve the right to determine (and vary) your Usage Limits in our sole discretion.
Throttling. To protect the Platform, our users and our systems, we may, at any time and without liability, monitor usage; impose or adjust the Usage Limits; throttle, queue, defer or prioritise requests; restrict processing capacity or functionality; suspend automated or unusually high-volume activity; block particular IP addresses, integrations or accounts; require additional verification; remove content; or suspend or terminate access to the Platform. We may take these measures immediately where we reasonably consider them necessary to address security, availability, suspected misuse, legal or regulatory risk, third-party claims, or a breach of these Terms. Throttling or other protective measures may result in delayed, reduced, incomplete or unavailable Platform functionality or outputs. We are not responsible for any loss arising from such measures, except to the extent liability cannot lawfully be excluded or limited.
Customer Data and Outputs
Ownership. As between you and us, and subject to this Clause 7, you retain all right, title and interest in and to all Customer Data, including all Intellectual Property Rights in Customer Data. Except for the limited rights expressly granted to us under these Terms, we acquire no ownership right, title or interest in or to Customer Data. As between you and us, you own all right, title and interest in and to the Outputs generated through your Account.
Limitations of Ownership. You acknowledge and agree that:
the legal status of AI-generated material is unsettled in many jurisdictions, and material generated without sufficient human authorship may not attract copyright or other Intellectual Property Rights protection in some jurisdictions. We make no representation or warranty that any Output is protectable by, or that you will be able to assert or register, any Intellectual Property Right;
Outputs are generated by probabilistic systems. Other users may submit similar Customer Data or instructions and receive the same or substantially similar Outputs. Nothing in Clause 7 gives you any right in respect of Outputs generated for other users, and we may generate, and permit others to generate, outputs that are the same as or similar to yours;
we do not represent or warrant that any Output is free from claims of infringement or misappropriation of third-party rights. You are responsible for reviewing Outputs before use and for satisfying yourself as to their use; and
nothing in Clause 7 transfers to you any right in the Platform, the underlying models made available under a licence from third-party providers, the software, our prompts, templates, question banks, taxonomies, methodologies or Documentation, all of which remain our property or that of our licensors.
Licence of Customer Data and Outputs. Subject to this Clause 7, you grant us, our Affiliates and our service providers a non-exclusive, worldwide, royalty-free right and licence, during the term of your use of the Platform, to host, store, reproduce, transmit, process, modify, display and otherwise use Customer Data and/or any Outputs solely to the extent necessary to:
provide, operate, maintain, support, secure and improve the Platform and the services requested by you;
process any Customer Data, including the transfer of Customer Data to a third party (such as the provider of a large language model) for the purposes of delivering the Services;
generate Outputs, analyses, reports and other results requested through the Platform;
prevent fraud, misuse, security incidents or violations of these Terms;
comply with applicable law, a court order, governmental request or our legal obligations; and
enforce these Terms and protect our rights, property or safety, our Affiliates, service providers, users or third parties.
Customer Data Warranties. You represent and warrant that you have obtained, and will maintain, all rights, permissions, licences, notices, consents and other legal bases necessary to submit Customer Data to the Platform and to grant us the rights set out in these Terms. You are solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of Customer Data, including ensuring that its collection, disclosure and use through the Platform comply with applicable law and do not infringe or misappropriate any third-party rights. Such rights, consents and authorisations referred to in this clause includes any consent, waiver, permission or authorisation required under: any non-disclosure or confidentiality agreement, data room terms of access, engagement letter, information memorandum or other contractual restriction to which you are subject; any licence or terms of use governing third-party data, databases, reports or subscription content; and any applicable data protection or privacy law.
Content Prohibitions. You must not upload, submit, transmit, disclose, input, process or otherwise make available through the Services any Customer Data that constitutes, contains, incorporates or is derived from:
material non-public information, including information that is not generally available to the public and that a reasonable investor would likely consider important in making an investment decision, or information that may otherwise be subject to securities-law restrictions on disclosure, use or trading;
trade secrets or other confidential or proprietary information of any third party, unless you own such information or have obtained the owner’s prior express written authorisation to disclose it to us and to have it processed through the Services in accordance with these Terms;
personal data, except where you are lawfully entitled to process that personal data and to instruct us to process it on your behalf in accordance with the DPA and applicable Data Protection Laws. In no circumstances should you submit special-category data, sensitive personal data, criminal-offence data, government-issued identification numbers, payment-card information, authentication credentials or similar highly sensitive information, unless we have expressly agreed in writing in advance and the parties have implemented any additional safeguards required by applicable Data Protection Laws;
US sensitive personal data or US government-related data, in each case as defined in the US Department of Justice Data Security Program (28 C.F.R. Part 202);
information that is subject to legal professional privilege, litigation privilege, work-product protection, bank-secrecy obligations or a comparable confidentiality protection belonging to a third party, where disclosure to us would, or could reasonably be expected to, waive, prejudice or otherwise adversely affect that protection;
classified, export-controlled, government-restricted, defence-related or national-security information, including information subject to restrictions under applicable export-control, sanctions, official-secrets or similar laws;
malware, viruses, worms, trojan horses, ransomware, spyware, malicious code, corrupted files, or any code, device or material designed or intended to disrupt, disable, damage, interfere with, gain unauthorised access to, or facilitate unauthorised access to, any system, network, account, data or service; or
content that is unlawful, fraudulent, deceptive, harmful, threatening, harassing, defamatory, obscene, discriminatory, hateful or otherwise objectionable, or that infringes, misappropriates or otherwise violates the Intellectual Property Rights, privacy, publicity, confidentiality or other rights of any person.
User Responsibility. You are solely responsible for determining whether Customer Data may lawfully be submitted to and processed through the Services. You represent and warrant that all Customer Data submitted by you complies with this clause and that you have obtained all rights, permissions, licences, notices, consents and other legal bases necessary to submit it to the Services and grant us the rights contemplated by these Terms and the DPA. We are not responsible for reviewing Customer Data for compliance with this clause and accept no obligation to monitor, review, screen or moderate Customer Data. However, we may remove, reject, quarantine, restrict access to or delete Customer Data, suspend the relevant processing activity or your access to the Services, and take any other action we reasonably consider necessary where we suspect that Customer Data breaches this clause, creates a security, legal or regulatory risk, or may adversely affect the Services, us, our service providers or any third party.
Archiving. You may archive a matter or workspace within the Platform. On archiving, the associated Customer Data and Outputs are removed from active views within the Platform and are not used in generating further Outputs. Archiving is not deletion, and Clause 3.6 and, if applicable, the DPA, continue to apply to archived Customer Data and Outputs.
Confidentiality and Security
Confidential Information. In these Terms, "Confidential Information" means all non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is identified as confidential or that would reasonably be understood to be confidential given its nature or the circumstances of disclosure. Your Confidential Information includes all Customer Data and all Outputs generated through your Account. Our Confidential Information includes the non-public elements of the Platform, prompts, templates, question banks, taxonomies and methodologies, the Documentation, security information, our roadmap, and Fees and Order Form terms.
Obligations. The Recipient shall: (a) keep the Discloser’s Confidential Information confidential and protect it using no less than a reasonable degree of care, and in any event no less than the care it applies to its own confidential information of similar importance; (b) use it only for the purposes of these Terms; and (c) disclose it only to those of its personnel, professional advisers, service providers and subcontractors who need to know it for those purposes and who are bound by obligations of confidentiality no less protective than this Clause 8, remaining responsible for their compliance.
Exclusions. Clause 8.2 does not apply to information which the Recipient can demonstrate: (i) is or becomes public through no breach of these Terms; (ii) was lawfully known to the Recipient without restriction before disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, court order or a competent regulator, provided that (to the extent legally permitted) it gives the Discloser prompt notice and reasonable assistance to seek protective treatment, and discloses only the minimum required.
Security. We will implement and maintain reasonable technical and organisational measures designed to protect Customer Data and Outputs against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.
Survival of this Clause. This Clause 8 survives termination or expiry of these Terms for a period of two (2) years, except that Confidential Information constituting a trade secret remains protected for so long as it retains that status under applicable law.
Disclaimers
No Warranties. You agree to accept the Platform “as is” and “as available”. Save as expressly set out in these Terms, we make no representation or warranty of any kind, express or implied, including, without limitation, implied warranties of merchantability, non-infringement, fitness for a particular purpose or any implied warranty arising from statute, course of dealing, course of performance or usage of trade. To the maximum extent permitted by law, we disclaim all such liabilities. Without limiting the foregoing, we make no warranties that (i) the Services or any Output will be accurate, complete, current, reliable, relevant, fit for a particular purpose or satisfactory to you, or that the Services will be available, uninterrupted, timely, secure or error-free; (ii) the Services are immune from hacking, unauthorised access, denial-of-service attacks, malware or other security incidents, and in particular, no transmission, storage or processing of Customer Data using internet-based services can be guaranteed to be completely secure; and (iii) any Output will meet your requirements or expectations, be suitable for any particular use case, or be capable of being generated accurately or consistently in every language, format, medium or subject area.
Informational Use Only. The Services and all Output are provided for general informational and assistive purposes only. Output may concern due diligence, legal, regulatory, commercial, financial or other professional matters, but it does not constitute, and must not be treated or relied upon as, legal, regulatory, tax, accounting, investment, financial, compliance or other professional advice. You are solely responsible for independently reviewing, verifying and assessing the accuracy, completeness, appropriateness and legal or regulatory implications of all Output before using or relying on it. Where appropriate to the relevant use case, you must obtain advice from a duly qualified and licensed professional in the relevant subject matter and jurisdiction. We owe you no fiduciary duty, duty of care in respect of any investment decision, duty of best execution, suitability duty, or duty to advise.
Availability of Services. We do not guarantee that the Services will be available, uninterrupted, timely, secure or error-free. The Services may be unavailable, restricted or degraded due to maintenance, security measures, system failures, internet or telecommunications issues, network congestion, or other causes beyond our reasonable control. We are not responsible for any loss, corruption, delay, interruption, unauthorised access to or alteration of Customer Data or communications, or for any disruption caused by third-party services, infrastructure providers, APIs or other systems on which the Services rely.
Limitations of Outputs. Outputs are subject to inherent limitations. Specifically, (i) Outputs are generated by probabilistic artificial intelligence systems and are not the product of human professional judgment; (ii) Outputs may be inaccurate, incomplete, outdated, internally inconsistent, or entirely fabricated, including by generating plausible but incorrect citations, references, figures, quotations, dates, entity names or findings (a phenomenon commonly described as "hallucination"); (iii) Outputs do not constitute legal, financial, investment, tax, accounting, valuation or other professional advice; (iv) Outputs are derived from the Customer Data and instructions provided and from the underlying models' training data; we do not independently verify, audit, authenticate or corroborate Customer Data, and the Services will not reliably detect forged, altered, incomplete or backdated documents; (v) the quality and reliability of any Output depends on the quality, completeness, accuracy and relevance of the Customer Data and instructions provided; and (vi) no Output should be treated as a complete, adequate or professionally sufficient due diligence exercise in respect of any potential investment or divestment.
Verification of Outputs. You acknowledge, understand and agree that, before relying on any Output, disclosing any Output to any third party or taking any decision or action following the generation of any Output, you will (i) independently review and verify the Output against the underlying source documents and other reliable sources; (ii) apply your own professional judgment and, where appropriate, obtain advice from suitably qualified and (where required) licensed professional advisers; and (iii) satisfy yourself that the scope of enquiry reflected in the Output is adequate for your purposes.
Representation of Outputs. You must not represent, expressly or by implication, that any Output: (i) has been prepared, reviewed, verified, approved or endorsed by us; (ii) constitutes the work product of a licensed lawyer, accountant, auditor, financial adviser or other regulated professional; or (iii) constitutes an independent, verified or professionally conducted due diligence report, audit or investigation.
Omission and scope risk. You further acknowledge and agree that: (a) the Services may fail to identify material risks, liabilities, contingencies, red flags, encumbrances, related-party dealings, contractual restrictions, regulatory exposures or other issues concerning a company that is the subject of a due diligence exercise, including issues that a competent professional adviser would identify; (b) THE ABSENCE OF AN ISSUE IN AN OUTPUT IS NOT EVIDENCE THAT NO SUCH ISSUE EXISTS, and an Output that discloses no adverse findings must not be treated as assurance that there are none; (c) due diligence questionnaires, memoranda and analyses generated by the Services may not cover the full scope of enquiry appropriate to the transaction type, deal size, industry, sector-specific regulation or jurisdictions involved, and the adequacy of that scope is a matter of professional judgment which remains your responsibility; and (d) reliance on AI-generated analysis may reduce human scrutiny and create a false impression of completeness, and you are responsible for maintaining appropriate human review and professional scepticism.
Basis of the bargain. You acknowledge that the acknowledgments in this Clause 9, together with your verification obligations, form part of the basis on which the Services are made available and priced, that they reflect the inherent and disclosed limitations of probabilistic artificial intelligence systems, and that we would not make the Services available without the exclusions and limitations in Clause 12.
Intellectual Property Rights
Ownership and Reservation of Rights. Unless we state otherwise in writing, we and our licensors own all right, title and interest in and to the Services, the Website and the Service Content, including all underlying Intellectual Property Rights. We and our licensors retain all rights in the Services, the Website and the Service Content, including any copies, modifications, updates, enhancements, extensions and derivative works. Your rights to access and use the Services and Service Content are limited to the rights expressly granted to you under these Terms, and all rights not expressly granted are reserved by us and our licensors.
Metadata and Feedback. You acknowledge and agree that we may collect and use metadata relating to your use of the Services, including usage data, diagnostic information, error logs, and data concerning Service uptime, availability and performance, to provide, operate, maintain, secure, support, analyse, improve and update the Services, including for diagnostics, analytics, reporting and system-performance purposes. If you provide us with any recommendations, suggestions, ideas, proposals, improvements or other feedback regarding the Services (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to use, reproduce, modify, adapt, incorporate and otherwise exploit that Feedback for any purpose relating to the Services and our business, without compensation or attribution to you.
External Services and Materials.
In connection with your access to or use of the Services, you may be directed to, access, or interact with, third-party products, services, platforms, websites, APIs or other systems (“External Services”). External Services may include cloud infrastructure providers, financial-account platforms, data providers, payment processors and other external services.
The availability of an External Service through, or in connection with, the Services does not constitute or imply our endorsement, approval, verification of, or affiliation with that External Service or its provider. We do not make any representation, warranty or guarantee regarding the quality, accuracy, reliability, availability, security, legality, functionality or suitability of any External Service. We do not control, and are not responsible for, any External Service or the acts, omissions, policies, content, systems or practices of its provider.
We do not guarantee that any External Service will remain available, compatible with, or accessible through the Services. We may add, remove, restrict, suspend, replace or modify any integration with an External Service at any time, in our discretion and without prior notice.
Your use of an External Service is governed solely by the applicable third-party provider’s terms of service, privacy policy and other applicable terms. You are responsible for reviewing and complying with those terms, completing any required onboarding, identity-verification or other eligibility process, and paying any fees charged by the relevant third-party provider.
We are not required to monitor any External Services. If we receive notice from a provider of a material disruption to an External Service, we may use reasonable efforts to notify you, but you remain responsible for monitoring any External Service that is material to your use of the Services and for taking any action you consider appropriate in response to changes, interruptions or disruptions affecting it.
You may encounter materials, content, names, trade marks or logos owned by third parties through the Services or in connection with an External Service. You must not copy, reproduce, imitate, use or exploit any such materials, in whole or in part, without the relevant owner’s prior consent. Any third-party names or logos displayed through the Services are used for identification purposes only and do not imply endorsement, sponsorship or affiliation.
The Website may contain links or references to External Services for convenience only. We are not responsible for the availability, content, functionality or performance of any linked External Service, and your use of it is at your own risk. To the maximum extent permitted by applicable law, you release us and our licensors, service providers and personnel from any claims, losses, liabilities, damages or costs arising from or in connection with your use of any External Service.
Indemnification
Indemnification. You must indemnify, defend and hold harmless us, our Affiliates, licensors, service providers, and each of our and their respective directors, officers, employees, agents and representatives (together, the “Indemnified Parties”) from and against any and all actual or alleged claims, actions, proceedings, investigations, demands, suits, liabilities, losses, damages, penalties, fines, costs and expenses, including reasonable legal, investigatory, expert and professional fees and disbursements (collectively, “Claims”), arising out of or in connection with:
your access to or use of the Services other than in accordance with these Terms or applicable law;
any dispute between you and other users of the Services;
your violation(s) of these Terms;
any violation or infringement of any rights (including Intellectual Property Rights) of any third party; and/or
any violation or infringement of any applicable laws or regulations.
Indemnification procedure. We will: (a) notify you promptly in writing of any Claim for which indemnification is sought, provided that a failure to do so relieves you of your obligations only to the extent you are materially prejudiced; (b) give you sole control of the defence and settlement of the Claim, save that no settlement which imposes any non-indemnified liability, admission of fault or injunctive obligation on any Indemnified Party may be made without our prior written consent (not to be unreasonably withheld); and (c) provide reasonable cooperation at your expense. Any Indemnified Party may participate in the defence at its own cost using counsel of its choice.
Limitation of Liability
Liability which cannot be excluded. Nothing in these Terms excludes or limits either party’s liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; (iii) wilful misconduct; or (iv) any other liability which cannot lawfully be excluded or limited under applicable law. Every other provision of this Clause 12 is subject to this Clause.
Exclusions. To the maximum extent permitted by applicable law, neither we nor our Affiliates, licensors, service providers, or any of our or their respective directors, officers, employees, agents or representatives will be liable for:
any indirect, consequential, incidental, special, exemplary or punitive Losses, or any loss of profits, revenue, business opportunity, anticipated savings, goodwill, reputation, value or data, arising out of or in connection with the Website or Services;
any Losses arising from access to or use of the Services other than in accordance with these Terms, whether by you, an Authorised User or any other person. This exclusion does not apply solely to the extent that the Losses are directly caused by a material defect in software or infrastructure developed by us and operated as part of the Services (a “Platform Defect“), provided that the Platform Defect is not attributable to: (i) an External Service, third-party model, software or infrastructure; (ii) Customer Data, your configuration of, or instructions to, the Services, or your use of the Services other than in accordance with these Terms; or (iii) any act or omission of a third party;
any Losses arising from malware, spyware, ransomware, phishing, spoofing, social-engineering or other cyberattack affecting your systems, devices, accounts or data, or from any error, delay, interruption, improper functioning or malfunction of the Services, External Services or other technology or infrastructure required to access or use the Services; or
the failure, unavailability, interruption, delay, degradation, discontinuance or error of any External Service, regardless of cause, or any act or omission of a third-party provider, including any breach of its terms, security incident, data breach, insolvency, service failure or failure to perform.
LIMITATION OF LIABILITY. IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES AND/OR THE WEBSITE EXCEED THE GREATER OF (A) THE TOTAL CUMULATIVE AMOUNT OF FEES AND CHARGES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY SUCH CLAIM; AND (B) US$100. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
Sole and Exclusive Remedy. You acknowledge and agree that:
if the Website or Services contain a defect, or their availability or functionality is interrupted, your sole and exclusive remedy is for us to use reasonable efforts to correct the defect or restore the affected Website or Services. If, despite those reasonable efforts, we are unable to do so, you may immediately terminate your access to and use of the affected Services without liability. Where applicable, we will refund any Fees prepaid for the affected portion of the Services on a pro rata basis within 30 days after that termination; and
if a third party alleges that your authorised access to or use of the Services infringes that third party’s Intellectual Property Rights (a "Third-Party Infringement Claim"), excluding any claim arising from (a) your breach of these Terms, (b) any Customer Data, (c) any Output, (d) any combination of the Services with any product, service, data or content not supplied by us, or (e) any External Service, your sole and exclusive remedy will be, at our option: (i) to obtain the rights or licences necessary to enable your continued use of the affected Services; (ii) to modify or replace the affected portion of the Services so that it is no longer subject to the Third-Party Infringement Claim; or (iii) to terminate your access to and use of the affected portion of the Services and refund, within 30 days after termination, any prepaid Fees attributable to that affected portion.
Miscellaneous
Amendments. We reserve the right to amend or modify these Terms at our sole discretion at any time by publishing such amended or modified Terms on the Website. Any modification or change that is not material and adverse to you will become effective upon publication. Where a modification or change is material and adverse to you, we will give you at least thirty (30) days’ prior notice by email to the address associated with your Account or by in-Platform notification, and the change will take effect on the date stated in that notice. If you do not accept such a change, you may terminate these Terms before it takes effect, in which case we will refund a pro rata portion of any Fees prepaid for the unexpired portion of the then-current subscription term. Your continued use of the Services following the publication of any change or modification to these Terms will mean that you accept and agree to such change or modification.
Force Majeure Events. We will not be liable for any delay, failure to perform or interruption of the Services to the extent caused, directly or indirectly, by circumstances beyond our reasonable control, including natural disasters, acts of government or civil or military authorities, terrorism, civil unrest, war, labour disputes, fire, pandemics, market disruption, failures or interruptions affecting telecommunications, internet or network-provider services, equipment or software failures, cyberattacks, hacking or other technological incidents, or any other comparable event or catastrophe. The occurrence of any such event will not affect the validity or enforceability of the remaining provisions of these Terms.
Entire Agreement. These Terms (together with any Order Forms, DPA and Privacy Policy) embody all the terms and conditions agreed upon between the Parties as to the subject matter hereunder and supersede and replace in all respects all previous correspondence, understandings, and agreements between the parties with respect to the subject matter hereof, whether such be written or oral.
Waivers. Our failure to, at any time, require performance or observance by you of any provision of these Terms shall in no way affect our right to require performance of such provision and any waiver by us of any breach of any provision of these Terms shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself or a waiver of any right under these Terms.
Severability. If any of the provisions in these Terms are deemed invalid, illegal, prohibited, void, or for any reason is unenforceable, that provision will be ineffective and deemed severable and will not affect the validity and enforceability of the remaining provisions of these Terms.
Survival. Clauses 1 (Interpretation), 5.2 (Reservation of Rights), 6 (Use Restrictions), 7 (Customer Data and Outputs), 8 (Confidentiality and Security), 9 (Disclaimers), 10 (Intellectual Property Rights), 11 (Indemnification), 12 (Limitation of Liability) and 13 (Miscellaneous), together with any provision which by its nature is intended to survive, survive termination or expiry of these Terms, as do any accrued rights and obligations of either party.
Assignment. You may not assign, transfer, charge, subcontract or otherwise deal with any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to an Affiliate, or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets, on notice to you.
Third party rights. Save as set out in this Clause, a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any of their terms. The Indemnified Parties may enforce Clauses 11 and 12, and our Affiliates and licensors may enforce Clauses 9, 10 and 12. The consent of any third party is not required to vary, rescind or terminate these Terms.
No partnership or agency. Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship between the parties, and neither party has authority to bind the other.
Governing Law and Arbitration. These Terms are governed by and shall be construed in all respects in accordance with the laws of Hong Kong. Any dispute, controversy, or claim arising out of or relating to these Terms, or the interpretation, breach, termination, validity, or invalidity thereof, shall be referred to and finally resolved by arbitration in Hong Kong by the Hong Kong International Arbitration Centre ("HKIAC") in accordance with the HKIAC Administered Arbitration Rules in force at the time when the notice of arbitration is submitted. The law of this arbitration clause shall be construed and enforced in accordance with Hong Kong law. The seat of arbitration shall be in Hong Kong. The number of the arbitrator shall be one (1). The arbitral proceedings shall be conducted in English, and the arbitral award shall be final and binding on the parties to such proceedings.
Interim and injunctive relief. Nothing in Clause 13.10 prevents either party from applying to any court of competent jurisdiction for interim, urgent or injunctive relief, including to restrain an actual or threatened breach of Clause 6 (Use Restrictions), Clause 7 (Customer Data and Outputs) or Clause 8 (Confidentiality and Security), or to protect its Intellectual Property Rights or Confidential Information, and any such application will not be treated as incompatible with the agreement to arbitrate or as a waiver of it.
Class Action Waiver. YOU HEREBY WAIVE, WITH RESPECT TO ANY DISPUTE: (I) THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER; AND (II) THE RIGHT TO JOIN OR CONSOLIDATE CLAIMS WITH CLAIMS OF ANY OTHER PERSON. You acknowledge that this class action waiver is material and essential to the arbitration of any claims and is non-severable from the Arbitration section. If the class action waiver is voided, found unenforceable, or limited with respect to any claim for which a party seeks class-wide relief, then the Arbitration section (except for this clause) shall be null and void with respect to such claim.