Information About Us

1. Our platform found at https://app.codewords.ai/ (“Platform”) is operated by Agemo AI Ltd (“we” “our” “us”), a private limited company registered in England and Wales with company number 14656367 whose registered office is at 3rd Floor 114a Cromwell Road, London, England, SW7 4AG.
2. References to (“you” “your”) refer to you as an individual if you access our Platform as an individual, or the organisation you represent where you access our Platform on behalf of an organisation. Where you are an organisation you are responsible for: (a) ensuring your employees and contractors (“Personnel”) are aware of, and comply with, these Terms and Conditions; and (b) the acts and omissions of such Personnel.

Terms And Conditions

1. The legally binding terms and conditions shown on this page, together with any accompanying documents we provide to you from time to time which incorporate these terms and conditions by reference or that are incorporated into these terms and conditions by reference, together the (“Terms and Conditions”) govern how you access and make use of our Platform and any other content, services and data made available by us to you whether via our Platform or any other means such as email, text message or other mode of instantaneous communication (in each case whether or not you are a guest or a registered user of our Platform) and provided always that such additional content, services and data may be subject to additional terms which may supplement or override these Terms and Conditions.
2. Please read these Terms and Conditions carefully before you or your Personnel use our Platform. By clicking ‘agree’ (or similar) or accessing any part of our Platform, you will be deemed to have accepted these Terms and Conditions, legally bound the organisation you represent to these Terms and Conditions and agreed to abide by these Terms and Conditions regardless of whether you (or your Personnel) choose to register on our Platform. Please refrain from using our Platform if you are accessing the same: (a) as an individual and do not agree to these Terms and Conditions; or (b) on behalf of an organisation and you are not sure if that organisation has agreed to these Terms and Conditions. You must be at least 13 years old, or the minimum age required in your country to consent to use the Platform. If you are under 18 you must have your parent or legal guardian’s permission to use the Platform.
3. We may revise these Terms and Conditions at any time by posting an update on our Platform or notifying you by other means. Continued use of our Platform after any such change constitutes your acceptance of the new Terms and Conditions and they will be binding on you and the organisation you represent. Furthermore, some of the provisions contained in these Terms and Conditions may, from time to time, also be supplemented or overridden by provisions or notices published elsewhere by us or on our Platform.
4. Notwithstanding Section 2.3, if the change that we make to these Terms and Conditions has a material adverse impact on your use of the Platform or our services, we will give you 15 days’ notice in advance of such change coming into effect. You may reject the change by providing notice to us (in accordance with Section 18) at least 5 days’ before the change comes into effect and in such circumstances your use of the Platform and our services will automatically terminate and we will refund you a pro-rata portion of the relevant Fees if you paid in advance.

Classification And Representations

1. You represent, warrant and undertake to us that: (a) you have full power, authority and resources to accept these Terms and Conditions (and where you access our Platform on behalf of an organisation, to accept these Terms and Conditions on behalf of the organisation you represent and bind it accordingly) and to perform all your obligations hereunder; and (b) all information that you have given, or shall give, to us is true, accurate and complete each time you access our Platform.

Registration

1. To access certain parts of our Platform, we may require you or your Personnel to register for an account and provide certain information about themselves. When they register, you agree to ensure that they: (a) provide true, accurate, current and complete information about themselves as prompted by the relevant registration form (“Registration Data”); and (b) contact us if their Registration Data changes.
2. Where you or your Personnel register for accounts on our Platform, they will be allocated a username and password which must be used solely by them. Sharing of usernames or passwords or making one username and password available to more than one individual is prohibited. Accordingly, you agree to: (a) maintain the security of usernames and passwords and be fully responsible for all use of our Platform made using the same; (b) ensure that you and all Personnel log out of their account at the end of each session; and (c) notify us immediately upon becoming aware of any unauthorized use of usernames or passwords. Without prejudice to Section 15.1, we accept no Liability for any losses, damages or costs arising from or in relation to your failure to comply with these requirements.
3. We have the right to disable any of your accounts at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms and Conditions.

Accessing Our Platform

1. Subject to these Terms and Conditions, we will make the Platform available to you and we hereby grant you a non-exclusive, non-transferable, non-sublicensable (other than to Personnel who have registered) limited right to access and use the Platform to create custom software (“Custom Software”).
2. You are responsible for: (a) configuring your information technology, computer programs, mobile phone and other devices to access our Platform; and (b) providing your own access to the internet and paying any service fees associated with such access.

Data Security

1. We will maintain a security program materially in accordance with industry standards that is designed to: (a) ensure the security and integrity of data uploaded by or on behalf of you to, or collected or produced by, the Platform (“Customer Data”); (b) protect against threats or hazards to the security or integrity of Customer Data; and (c) prevent unauthorized access to Customer Data.
2. Our security safeguards include measures for preventing access, use, modification or disclosure of Customer Data by our personnel except: (a) to provide the Platform and prevent or address service or technical problems; (b) as required by applicable law; or (c) as you permit or under these Terms and Conditions.
3. We may collect or create data regarding use of the Platform (or any other service offered by us) by you and your Personnel (“Usage Data”). We use Usage Data to improve our Platform and services, to comply with applicable law, to keep our Platform safe and to enforce these Terms and Conditions. Usage Data is our Confidential Information and does not include data from third-party integrations, such as Google Workspace.

License Restrictions

1. The rights granted herein are subject to the following restrictions (the “License Restrictions”). Unless otherwise permitted by us in writing, you will not directly or indirectly:

   1. reverse engineer, decompile, disassemble, modify, create derivative works (excluding Custom Software) of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Platform, unless and to the extent allowable under applicable law;
   2. remove or alter the conditions of use, any copyright notices and other identification disclaimers as they may appear on the Platform;
   3. use the Platform in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity;
   4. frame or mirror any part of the Platform, other than framing on your own intranets or otherwise for your own internal business purposes;
   5. attempt to probe, scan or test the vulnerability of the Platform, breach the security or authentication measures of the Platform without proper authorization or wilfully render any part of the Platform unusable for any user;
   6. use the Platform, nor upload any Customer Data in a manner that causes the distribution or execution of: (a) any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies; or (b) any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer;
   7. use or access the Platform or our intellectual property: (a) to develop a product or service that is competitive with our products or services; or (b) to engage in competitive analysis or benchmarking against products or services provided by third parties that are similar to the Platform;
   8. transfer, distribute, resell, lease, license, or assign the Platform or use the Platform to provide a service (other than the provision of Custom Software) to a third party;
   9. conduct or request that any other person conduct any load testing or penetration testing on the Platform without our prior written consent;
   10. allow the Platform to become the subject of any charge, lien or encumbrance; or
   11. otherwise use the Platform: (a) in violation of applicable law; (b) to infringe, misappropriate or violate third party rights; or (c) other than as permitted herein.

Your Responsibilities

1. You will: (a) be responsible for all use of the Platform under your accounts; (b) prevent unauthorized access to or use of the Platform and Customer Data and notify us promptly of any unauthorized access or use of the same; and (c) be responsible for obtaining and maintaining any equipment, software and ancillary software, services or data needed to connect to, access or otherwise use the Platform. You will be solely responsible for your failure to maintain such equipment, software and services, and we will have no Liability for such failure.
2. You agree that we may change, deprecate or republish application programming interfaces for the Platform, and that it is your responsibility to ensure that calls or requests made to the Platform are compatible with the then-current application programming interfaces for the Platform.
3. You shall comply with any usage limits (including generation credit limits and authorized Personnel limits) set out in the Platform or agreed with us in writing, and refrain from utilizing the Platform in a manner that excessively consumes our resources or causes substantial degradation to the services provided to our other customers. We may employ reasonable technical measures to curtail your overuse of computing resources to ensure the overall quality of services for our customer base.

Platform Updates

1. We may, from time to time, develop enhancements, upgrades, updates, improvements, modifications, extensions and other changes to the Platform (“Platform Updates”). You hereby authorise us to provide Platform Updates to the Platform.
2. We may, from time to time, develop additional features and functionality to the Platform which are distinct to the current Platform, but which may be used in conjunction with the Platform (“New Packages”). You hereby agree that we are under no obligation to provide these New Packages, but that we may, in our sole discretion, communicate an offer to you for trial use of such features to allow you to access these New Packages for a period and cost to be agreed between the parties. New Packages, once provided to you, form part of the Platform provided.

Services

1. If agreed in writing or via the Platform and subject to payment by you of the applicable Fees (if any), we may, provide implementation services, training services, develop Custom Software for you or assist you with the development of Custom Software (“Professional Services”).
2. Once created, you may download your Custom Software from our Platform and host it from your environment or a third party environment. In such circumstances, your Custom Software will not access our proprietary modules, including our proprietary ‘web scraper’ and ‘web renderer’ modules (“Modules”) unless you subscribe to our analytics service described below.
3. Alternatively we offer a hosting service on our Platform to enable third party users to access and use your Custom Software (“Hosting Service”). If you elect to receive the Hosting Service, the duration (and, if applicable, minimum subscription period) of such Hosting Service and the appliable Fees payable by you (if any), must be agreed in writing or via the Platform and we shall use commercial reasonable endeavours to ensure your Custom Software is available for access and use by users. You may continue to use our Modules to carry out analytics on your Custom Software during the term of the Hosting Service.
4. If you elect to make use of our Modules to carry out analytics on your Custom Software (“Analytics Service”), the duration (and, if applicable, minimum subscription period) of such Analytics Service and the appliable Fees payable by you (if any), must be agreed in writing or via the Platform.
5. If you elect to receive the Hosting Service and/or Analytics Service, then you shall take such steps as we deem necessary for us to comply with applicable law. Furthermore, unless agreed otherwise (which may be subject to payment by you of additional Fees), **any data uploaded to or processed by your Custom Software during the provision of any services we provide to you (“User Data**”) shall be deemed ‘Customer Data’ for the purposes of these Terms and Conditions, and if you do not pay Fees for the Hosting Service and/or Analytics Service, you agree that your User Data will be used and analysed by us and our Modules.
6. To the extent that we process any personal data contained in Customer Data on your behalf in the course of providing services to you, the data processing agreement found at Agemo AI Ltd - Data Processing Agreement shall apply and is incorporated into these Terms and Conditions by reference.

Fees

1. We may charge fees (“Fees”) for access to and use of the Platform (which may take the form of generation credits or a fee for each of your authorized Personnel) or any other services offered by us. Such Fees (and any associated payment terms, including invoicing) will be detailed on our Platform or notified by us to you from time to time by other means. Fees are quoted by us exclusive of value added tax or any equivalent sales tax.
2. All amounts payable to us must be paid without set-off, counterclaim or deduction (including, for or on account of any present or future taxes or duties of whatever nature imposed or levied by any jurisdiction) unless such withholding or deduction is required by applicable law. In such event, the amount of such payment due from you shall be increased to an amount which (after making such withholding or deduction) leaves an amount equal to the payment which would have been due if no such withholding or deduction had been required.
3. All Fees are exclusive of any applicable taxes for which you shall be additionally Liable at the applicable rates from time to time. If there is a change in the rate of tax payable, in the tax treatment of the Platform, a change of law or practice or interpretation of the existing legislation or revised determination by any tax authority, the supply of the Platform by us has been incorrectly regarded as tax exempt or if the courts rule tax is chargeable, then, where tax is imposed on a supply by us under or in connection with these Terms and Conditions (including the retrospective application of tax upon services which we have already performed and which have previously been invoiced on a tax exempt basis), you shall pay to us on demand a sum equal to the amount of the tax which becomes due on that supply and any fees and/or interest which any tax authority levies on us in relation to the outstanding sums and/or non-payment.

Confidentiality

1. Any information or data disclosed by either of us that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure shall be (“Confidential Information”). However, ‘Confidential Information’ will not include any information which: (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by receiving party without use of or reference to the disclosing party’s Confidential Information.
2. We each agree to use Confidential Information of the other solely in accordance with the provisions of these Terms and Conditions and will not disclose the same to any third party without prior written consent, except as otherwise permitted hereunder. However, we may disclose Confidential Information: (a) to employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with these Terms and Conditions; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its commercially reasonable endeavours to minimize such disclosure to the extent permitted by applicable law). You will not disclose the non-public terms of these Terms and Conditions (for example, Fees) to any third party, except that you may confidentially disclose such terms to actual or potential lenders, investors or acquirers. We each agree to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. We each will promptly notify the other in writing if we become aware of any violations of the confidentiality obligations set forth in these Terms and Conditions.
3. We are permitted to publicise the fact that you (and your organisation) are a user of our Platform, and we may use your trade mark, trade name or logo in connection with such publications.

Intellectual Property Rights

1. As between the parties, we own all intellectual property, in particular copyright, in our Platform and Modules (and all improvements, enhancements or modifications thereto) and our Confidential Information and you exclusively own all intellectual property in your Customer Data, your Confidential Information and any Custom Software you create using the Platform.
2. We hereby assign to you any rights we may have in your Custom Software. The foregoing assignment shall take effect from the date we have been paid in full for the relevant intellectual property that is the subject of such assignment or licence. Due to the nature of our Platform and artificial intelligence generally, Custom Software may not be unique and other users of our Platform or other third party platforms may receive similar output. As a result, the foregoing assignment above does not extend to other users’ output or any Third Party Output.
3. The Platform and other products, services or data provided by us may contain intellectual property, including open source software owned by third parties and output generated by those third party components (“Third Party Output”). Such third party intellectual property, output and components may be licensed by us or the third party to you under separate or different terms and conditions (“Third Party Terms”) and are not licensed to you under these Terms and Conditions. Such Third Party Terms are available on the Platform or can be provided on request, and you agree to comply with such Third Party Terms, including any obligation to pay any fees due to relevant third parties directly. You agree to indemnify us in respect of any losses, damages, liabilities, costs, charges, and expenses, including reasonable legal fees and/or penalties (“Indemnify”) we incur as a result of any breach by you of any Third Party Terms.
4. You may elect from time to time to provide suggestions or comments regarding enhancements or functionality or other feedback (“Feedback”) to us with respect to our Platform or services. We will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality and you hereby grant us a perpetual, worldwide, non-exclusive, royalty free, transferable, sublicensable (through multiple tiers) irrevocable licence to use such Feedback for any purposes related to our business including displaying, editing, copying, reproducing, translating, disclosing, posting to and creating derivative works in connection with our Platform and across different media and to promote our Platform and/or our services.

Warranties And Disclaimers

1. We warrant that: (a) the Platform will conform in all material respects with the relevant documentation describing its functionality that is made available to you on the Platform; and (b) we will provide the Professional Services in a professional manner and in accordance with any statements of work signed by both of us. If we breach the foregoing warranty then to the extent allowable by applicable law, your exclusive remedy shall be repair or replacement (as determined by us) of the deficient element of the Platform or re-performance of the deficient Professional Services. If we cannot repair or replace the deficient element of the Platform or re-perform the Professional Services, in each case so they are as warranted herein, you shall be entitled to a pro-rata refund of the Fees paid to us for such deficient element of the Platform or Professional Services.
2. Except as expressly set forth herein, the Platform and services provided by us are provided on an “as is” and “as available” basis and to the extent allowable by applicable law, we disclaim all warranties and conditions express or implied, including those of merchantability, satisfactory quality, title, non-infringement, and fitness for a particular purpose. In particular, we do not warrant that the foregoing: (a) will be provided free from interruption; (b) will run on any particular computer system or browser; (c) are accurate, complete, reliable, secure, useful, fit for purpose or timely; (d) will be tested for use; (e) will be suitable for or be capable of being used by you or any third party; or (f) will comply with applicable law and you acknowledge and agree that it may contain bugs, viruses, make errors or misinterpret issues. You shall therefore ensure you use anti-virus software consistent with prevailing industry standards.
3. In order to generate Custom Software, you will provide commands or other prompts to our Platform (“Input”), you are responsible for such Input, including ensuring that it does not violate any applicable laws or these Terms and Conditions. You warrant and represent that you have all rights, licences and permissions needed to provide Input. Furthermore, the Platform includes features that rely on third party advanced technologies, such as artificial intelligence, machine learning systems and similar technology and features, including third party large language models and modules, to allow you to enter commands or other prompts to generate and return Custom Software (“Generative AI Feature”). In addition to the limitations and restrictions set forth herein, there are numerous limitations that apply with respect to Generative AI Features including that they: (a) may contain errors or misleading information and may not be accurate or reliable; (b) are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content; (c) can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in output that is out of context or does not make sense; (d) do not have emotions and cannot understand or convey emotions in the way humans can, which can result in output that lacks the empathy and emotion that humans are able to convey; (e) can perpetuate biases that are present in the data used to train them, which can result in output that is discriminatory or offensive; (f) can struggle with complex tasks that require reasoning, judgment and decision-making; and (g) require large amounts of data to train and generate content, and the data used to train them may be of poor quality or biased, which will negatively impact the accuracy and quality of the output. Notwithstanding anything to the contrary herein, we make no warranties, representations, conditions or undertakings with respect to any Generative AI Features. To the extent permitted by applicable law, we shall not be Liable for any errors or omissions in any Generative AI Features, or for any losses, damages, costs or expenses suffered or incurred by you or your Personnel or any other person arising out of or in connection with any Generative AI Features.
4. It is your sole responsibility to review and decide the manner in which you and third parties use Custom Software. You shall, and shall procure that you and third party users of Custom Software shall, use independent judgement and discretion before relying on or otherwise using Custom Software, and you are solely responsible for: (a) monitoring and approving any such use; and (b) any decision or action that you or any third party may take regarding the use, publication or distribution of Custom Software. We accept no responsibility for any loss, cost, damage, expense or other consequences arising from such use, publication or distribution (including any claim for plagiarism, infringement, royalties or otherwise).

Indemnification

1. We will defend you against any with any claim, demand, suit, or proceeding by any third party (“Claim”) alleging that the use of the Platform in accordance with these Terms and Conditions infringes or misappropriates the intellectual property of that third party and will, subject to Section 16, Indemnify you for any damages finally awarded by a court of competent jurisdiction against you (or any settlement approved by us in writing) in connection with any such Claim. If the use of the Platform by you has become, or in our opinion is likely to become, the subject of any Claim of infringement, we may at our option and expense: (a) procure rights for you to continue using the Platform as set forth hereunder; (b) replace or modify the Platform to make it non-infringing (with comparable functionality); or (c) if the options in subsections (a) or (b) are not reasonably practicable, terminate these Terms and Conditions and provide a pro rata refund of any prepaid Fees corresponding to the terminated portion of the applicable subscription terms. We will have no Liability or obligation with respect to any Claim if you have not paid Fees to use the Platform or to the extent such Claim is caused by: (i) compliance with designs, guidelines, plans or specifications provided by you or on your behalf; (ii) use by you of any version of any downloadable component of the Platform other than the latest version made available to you; (iii) modification of the Platform by any party other than us without our express written consent; (iv) Customer Data, your Confidential Information or Custom Software; (v) the combination, operation or use of the Platform with other applications, portions of applications, product(s) or services where the Platform would not by itself be infringing; or (vi) continued use of the Platform after you were aware of the Claim or we had notified you of the possibility of the Claim (subsections (i) through (vi), “Excluded Claims”). To the extent allowable by applicable law, this Section represents your exclusive remedy for infringement, misappropriation or violation of third party rights.
2. You will defend us against any Claim arising out of the Excluded Claims, and will Indemnify us for any damages finally awarded against us (or any settlement approved by you) in connection with any such Claim.
3. In connection with any Claim: (a) the indemnified party will promptly notify the indemnifying party of such Claim in writing; (b) the indemnifying party will have the sole and exclusive authority to defend and/or settle such Claim (provided that it may not settle any Claim without the indemnified party’s prior written consent, which will not be unreasonably withheld, conditioned or delayed where it unconditionally releases the indemnified party of all associated Liability); and (c) the indemnified party reasonably cooperates with the indemnifying party in connection therewith.

Liability

1. Nothing in these Terms and Conditions excludes or restricts any Liability that cannot be excluded or restricted under applicable law.
2. Subject to Section 16.1, if you have not paid Fees to us to use the Platform and you are dissatisfied with our Platform, or you dispute these Terms and Conditions, your sole right and exclusive remedy is to cease to use our Platform even if the essential purpose of that right or remedy is deemed to fail. You confirm that we have no other obligation, Liability or responsibility to you, your personnel or any third party.
3. Subject to Section 16.1, we are not Liable to you for any: (a) loss of actual or anticipated profits; (b) loss of sales, business or revenue; (c) loss of agreements or contracts; (d) wasted expenditure (excluding Fees paid under these Terms and Conditions); (e) loss of anticipated savings; (f) loss of or damage to reputation or goodwill; (g) loss of use or corruption of software, data or information, in each case (a) to (g), whether direct or indirect; or (h) indirect, special, exemplary, incidental, consequential or punitive damages of any character, even if informed of their possibility in advance.
4. Subject to Section 16.1, our total aggregate Liability in any Contract Year will not exceed the greater of: (a) the amounts paid by you to us under these Terms and Conditions in that Contract Year; and (b) one hundred British Pounds Sterling (£100). A “Contract Year” means each successive 12 calendar month period commencing on the date you (or any of your Personnel) first access our Platform or an anniversary thereof.
5. As used throughout these Terms and Conditions, the terms “Liable” and “Liability” mean any liability arising under, out of or in connection with these Terms and Conditions, whether or not foreseeable or in the contemplation of the parties at any time, in or under contract, tort (including negligence), breach of statutory duty, misrepresentation, indemnity, restitution or otherwise.

Suspension And Termination

1. These Terms and Conditions take effect from when you or your Personnel first access the Platform and remain in effect until terminated by either party.
2. Access to our Platform is permitted on a temporary basis, and we reserve the right to withdraw, cancel, amend or suspend (including indefinitely) your access to all or part of our Platform without notice in the case of system failure, maintenance or repair for any reason, if we believe you have not complied with these Terms and Conditions (including non-payment of Fees that are due) or, in the event you have not paid Fees for your access to the Platform or your minimum subscription period has ended, for any other reason.
3. You may terminate these Terms and Conditions at any time for any reason by discontinuing the use of our Platform, however, in the event you have agreed a minimum subscription period with us and Fees have been paid or are payable by you in respect of that minimum subscription period, such Fees will still be due and are non-refundable.
4. Upon termination of these Terms and Conditions, all rights and obligations will immediately terminate except that we shall continue to provide Hosting Services and Analytics Services for the periods agreed pursuant to Section 10, accrued payment obligations and any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and provisions relating to confidentiality and intellectual property, disclaimers, indemnification, limitations of liability, termination and the provisions in Sections 19 and 20. Nothing in this Section will relieve you of your obligation to pay us any amounts (including Fees) that are due as at the effective date of such termination.

Contact

1. If you wish to send us a notice in connection with these Terms and Conditions you must contact us by email using our email addresses made available on the Platform from time to time, by using our online “CONTACT US” form found on our Platform or by post to the address shown in Section 1.1.
2. We may contact you in connection with these Terms and Conditions by: (a) posting information on our Platform (including through pop ups which may apply when you use our Platform); and (b) using any contact detail (including email address) that you provide to us, or contact us using from time to time.

General

1. These Terms and Conditions constitute the entire agreement and understanding between you and us relating to its subject matter and supersedes any previous agreement (including trial, evaluation and non-disclosure agreements), discussions, negotiations, drafts, promises, assurances, warranties, conditions, representations and/or undertakings between you and us relating to any of such subject matter. Subject to Section 2.3, these Terms and Conditions may only be varied by: (a) a document hand signed by a duly authorised representative from both us and you that expressly states which provisions are being varied; or (b) pop ups provided by us on our Platform which are then accepted by you (or deemed accepted if you or your Personnel continue to use the Platform).
2. No forbearance or delay by us in exercising or enforcing any right (and/or the continued performance of these Terms and Conditions) shall prejudice or restrict our rights, and no waiver of any right or of any breach of any contractual term shall be deemed to be a waiver of any other right or other breach. No single or partial exercise of any remedy shall restrict the further exercise of that or any other right or remedy. Except as otherwise stated herein, the rights and remedies provided in these Terms and Conditions are in addition to and not exclusive of any right or remedy provided by law.
3. We shall not be Liable for our failure or delay to perform any obligation in these Terms and Conditions if such failure or delay is caused or contributed to by any event, circumstance or cause beyond our reasonable control (as determined in our sole judgment), including any industrial dispute (including those affecting our workforce), governmental regulations, power failure, any failure of any computer software or hardware operated by a third party, any failure by our service providers or subcontractors or of any third party’s communications network, any interruptions to or lack of availability of internet related services including Domain Name System (DNS) services and hosting services, fire, flood, disaster, pandemic, death or incapacity, terrorist activity, civil riot or war. Other than as expressly required by these Terms and Conditions, we shall not be obliged to take any action to prevent or mitigate events beyond our reasonable control.
4. These Terms and Conditions (and any non-contractual obligations arising out of or in connection with them and any claim or dispute in relation to their formation) shall be governed by and interpreted exclusively in accordance with English law. You irrevocably submit to the exclusive jurisdiction of the courts in London, England over any claim, dispute or matter arising out of, under or in connection with these Terms and Conditions (and any non-contractual obligations arising out of or in connection with them and any claim or dispute in relation to their formation).
5. Notwithstanding Section 19.5, you acknowledge that failure to comply with these Terms and Conditions may mean that we suffer irreparable injury for which monetary damages alone may not be an adequate remedy. You agree that in the event of non-compliance with these Terms and Conditions, we will be entitled to specific performance, injunctive and/or other equitable relief in any jurisdiction as a remedy in addition to and not in lieu of any appropriate relief in the way of monetary damages.
6. You may not sub-license, transfer, charge or otherwise encumber, declare a trust over or otherwise deal with these Terms and Conditions, or any right, benefit, interest, Liability or obligation under them, without our prior written consent.
7. If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted but that shall not affect the validity and enforceability of the rest of these Terms and Conditions. If any provision or part-provision of these Terms and Conditions is deemed deleted under this Section 19.8, we shall replace it with a new provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
8. You and us are and shall act at all times as independent contractors, and nothing contained in these Terms and Conditions shall be construed or implied to create an agency, partnership, or employer-employee relationship between you and us. At no time shall you make any commitments or incur any charges or expenses for or in our name. Except as expressly set out in these Terms and Conditions, no part of these Terms and Conditions is intended to confer a benefit on or to be enforceable by any person other than you or us (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).
9. In the event of any conflict between these Terms and Conditions and any other documentation or agreement between us, these Terms and Conditions shall take precedence unless such other document or agreement is signed by a duly authorised representative from both us and you and expressly states that it is to take precedence over these Terms and Conditions.
10. We shall each comply with the export laws and regulations of the United Kingdom and other applicable jurisdictions in providing and using the Platform.

Interpretation

1. Meanings given to defined terms also apply to grammatical variants provided the initial letter is capitalized. Section headings shall not affect the interpretation of these Terms and Conditions and references to Sections are to sections of these Terms and Conditions. Unless the context requires otherwise, words in the singular include the plural and vice versa and a reference to one gender shall include a reference to the other genders. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made under it. Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’, ‘other’ and ‘otherwise’ or any similar expression are illustrative and do not limit the sense of the words preceding them. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. A reference to a party includes that party’s personal representatives, successors and permitted assignees. A reference to these Terms and Conditions or to any other agreement or document referred to in these Terms and Conditions is a reference to these Terms and Conditions or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of these Terms and Conditions) from time to time. A reference to writing or written includes e-mail but not fax. When a number is expressed both in words and numbers, in the event of a conflict the words shall be deemed correct.

Introduction

Agemo AI Ltd is a company registered in England and Wales (company number 14656367) with registered address at 3rd Floor 114a Cromwell Road, London, England, SW7 4AG ("Age mo", "us", "we", or "our"). Agemo respects the privacy of our website visitors ("you" or "your"). This Privacy Policy ("Policy") describes how we collect, process, share, and safeguard personal information that is collected via our website (https://agemo.ai/) ("Website") and other pages we maintain online. It also tells you about your rights and choices with respect to your personal information, and how you can contact us if you have any questions or concerns.

Agemo will be the controller of your personal information in accordance with data protection laws of the European Economic Area and the United Kingdom.

Personal Information We Collect

We collect personal information from you in the following ways:

Personal Information You Provide to Us

• Contact information. We may collect your full name, email address, phone number(s), and address(es) when you contact us via our Website, email, social media, or by other means. When you contact us, you also provide us with the content of your communications.

• Providing our services. When you engage with us as a customer, we will collect personal information from your representatives, such as full name, contact details (email, phone number, address), job position and company they are associated with.

• Job applicants. If we hire you or you apply for a job with us, we may collect your:

  • full name, title, gender, date of birth;

  • results of background checks including references, qualifications, and to the extent permitted by law, criminal background checks (unspent convictions);

  • passport, work permit, visa, or other immigration documentation;

  • contact details (personal, business or educational institution email address, telephone numbers, physical address);

  • CV, including relevant skills and experience;

  • special requirements (such as, or relating to, a disability/health issue);

  • any other personal data that you may provide to us through the application process, such as views and preferences that you disclose to us in interviews, your responses to questions, and demonstration of your skills.

• Social media platforms: We maintain pages on social media platforms, such as LinkedIn. You or the platform providers may provide us with information through the social media platform, and we will treat such information in accordance with this Policy.

Sensitive Information

Agemo does not intentionally collect or permit you to send to Agemo any sensitive personal information, such as genetic data, health information, or religious information.

How We Use Your Personal Information

We will use your personal information for one or more of the purposes set out below.

• To operate and deliver our services. We will use your personal information to perform our contractual obligations and when it is in our legitimate business interests, including to:

  • Provide, operate, maintain, and secure our services;

  • Provide support assistance and troubleshooting;

  • To send you updates about administrative matters such as changes to our terms or policies; and

  • Provide user support, and respond to your requests, questions and feedback.

• To comply with legal obligations and to defend Agemo against legal claims or disputes. We may use your personal information to comply with our legal obligations or when it is in our legitimate business interests, which includes to:

  • Comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities;

  • Protect our, your or others' rights, privacy, safety or property (including by making and defending legal claims);

  • Audit our compliance with legal and contractual requirements and internal policies; and

  • Protect the security of and manage access to our premises and prevent, identify, investigate and deter fraudulent, harmful, unauthorized, unethical or illegal activity, including cyberattacks and identity theft.

• To improve our products and services. We may aggregate or de-identify your personal information (including information regarding your use of our products and services) and use such information to analyze the effectiveness of our products and services, to improve and add features to them, to conduct research and for other similar purposes. In addition, if you use our hosting or analytics services then our large language models may use personal data that you share with us, or that is uploaded to or processed by the software that we host for you to train our algorithms. Data from third party integrations, such as Google Workspace APIs, are not used to develop, improve or train generalized AI and/or ML models.

• To facilitate corporate acquisitions, mergers or transactions. We may use your personal information, when it is in our legitimate business interests, when we do a business deal, or negotiate a business deal, involving the sale or transfer of all or a part of our business or assets. These deals can include any merger, financing, acquisition, or bankruptcy transaction or proceeding.

How We Share Your Personal Information

We do not sell, rent, license, or lease your personal information to third parties.

In certain circumstances, however, we may share personal information without further notice to you, unless required by the law, with the following categories of third parties:

• Service Providers: To assist us in meeting business operations needs and to perform certain services and functions, we may share personal information with service providers, including hosting services, cloud services, and other information technology services, email communication software and email newsletter services, advertising and marketing services, payment processors, customer relationship management and customer support services, and analytics services. Pursuant to our instructions, these parties will access, process, or store personal information in the course of performing their duties to us. We take commercially reasonable steps to ensure our service providers adhere to the security standards we apply to your personal information.

• Professional Advisors: We may share personal information with our professional advisors such as lawyers and accountants where doing so is necessary to facilitate the services they render to us.

• Legal Requirements: We do not volunteer your personal information to government authorities or regulators, but we may disclose your personal information where required to do so to comply with laws and regulations applicable to us as described above.

• Business Partners: We may work with other businesses to sponsor or host conferences or webinars, market related services, promote joint ventures or other similar collaborations. We might share information with our business partners in these situations.

• Business Transaction: If Agemo is involved in a merger, acquisition or asset sale, financing due diligence, reorganisation, bankruptcy, receivership, sale of company assets, or transition of service to another provider, your personal information may be sold, transferred, or otherwise shared including as part of any due diligence process.

Your Rights and Choices

Depending on where you are based, and as provided under applicable law and subject to any limitations in such law, you may have the right to:

• access the personal information we hold about you;

• request we correct any inaccurate personal information we hold about you;

• request we delete any personal information we hold about you;

• restrict the processing of personal information we hold about you;

• object to the processing of personal information we hold about you;

• receive any personal information we hold about you in a structured and commonly used machine readable format or have such personal information transmitted to another company; and

• withdraw any consent you previously provided to us regarding the processing of your personal information at any time. We will apply your preferences going forward. This will not affect the lawfulness of the processing before you withdrew your consent.

Please note that, prior to any response to the exercise of such rights, we may require you to verify your identify. In addition, we may have valid legal reasons to refuse your request, and will inform you if that is the case. For more information on your rights, please contact us using the details in the "Contact Us" section below.

International Data Transfers

If we transfer your personal information internationally, these countries may not provide the same protections as the data protection laws where you are based. We will ensure that relevant safeguards are in place to afford adequate protection for your personal information, and we will comply with applicable data protection laws, in particular if you reside in the EEA, Switzerland, or the UK by relying on an EU Commission or UK government adequacy decision, on contractual protections for the transfer of your personal information, or a derogation if available. For more information about how we transfer personal information internationally, please contact us as set out in the "Contact Us" section below.

Children's Privacy

Our Website is not directed at children, and we do not knowingly collect personal information from anyone under the age of 18. If you are a parent or guardian and you are aware that your child has provided us with personal information, please contact us as set out in the "Contact Us" section below.

Retention of Personal Information

We retain your personal information only for as long as is necessary to fulfil the purposes for which it was collected and processed, in accordance with our retention procedures, and in accordance with applicable laws.

To determine the appropriate retention period for your personal information, we consider the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of your personal information, the purposes for which we use your personal information and whether we can achieve those purposes through other means, and the applicable legal requirements.

Security of Personal Information

We use reasonable organizational, technical, and administrative measures designed to protect against unauthorized access, misuse, loss, disclosure, alteration, and destruction of personal information we process. Unfortunately, data transmission over the Internet cannot be guaranteed as completely secure. Therefore, while we strive to protect your personal information, we cannot guarantee its security.

Do Not Track

Some internet browsers may be configured to send "Do Not Track" signals to the online services that you visit. We currently do not respond to "Do Not Track" or similar signals. To find out more about "Do Not Track," please visit http://www.allaboutdnt.com.

Links to Other Sites

Our Website may contain links to other sites that are not operated by us. If you click a third party link, you will be directed to that third party's site. We strongly advise you to review the privacy policy of every site you visit.

We have no control over and assume no responsibility for the content, privacy policies, or practices of any third party sites or services.

Changes and Updates to This Policy

We will update this Policy from time to time. Please review this Policy periodically for any changes. Changes to this Policy are effective when they are posted on this page.

If we make material changes, we will let you know.

Complaints

If you wish to lodge a complaint about how we process your personal information, please contact us at data-protection@agemo.ai. We will endeavor to respond to your complaint as soon as possible. If you are based in certain jurisdictions, you may also lodge a complaint with a supervisory authority, including in your country of residence, place of work, or where you believe an incident took place. For example, if you are based in the UK, you may choose to lodge a complaint with the Information Commissioner's Office at https://ico.org.uk/make-a-complaint/.

Contact Us

Agemo is the entity responsible for the processing of your personal information, and is the data controller in respect of such processing. If you have any questions or comments about this Policy, our privacy practices, or if you would like to exercise your rights with respect to your personal information, please contact us by email at data-protection@agemo.ai.