Customer Terms

Account and Registration

We are Rightbrain AI Limited a company registered in England with company number 14960427 and its registered office at The Grainger Suite, Dobson House, Regent Centre, Gosforth, Newcastle Upon Tyne, United Kingdom, NE3 3PF.
The organisation or individual wishing to use our Services can sign up to our Free Service online, or to our Paid Service by signing an Order Form. Both Services are governed by these Terms, and other documents incorporated by reference as set out in Clause 12 - Definitions and Interpretation.
If you are using the Services on behalf of an organisation, you represent that you have authority to enter, and are entering, into this Agreement on behalf of that organisation. From this point onwards, references to 'you' in these Customer Terms are references to your organisation.
Subject to the terms of this Agreement, we will provide the Services to you during the Term.
We will provide Support for the Paid Service as set out in the applicable Order Form.

Third Party Services

We may make Third Party Services available to you through the Services. You acknowledge that such Third Party Services are offered on Third Party Terms, and that this Agreement does not alter nor modify such Third Party Terms except as set out herein.
Where we make generative AI available to you as a Third Party Service, we will transmit Customer Data to such Third Party Service only as necessary to perform the services requested by you, and will, to the extent that the Third Party Service offers such functionality, agree contracts and configure the Third Party Service to ensure that:
- Customer Data are not used to train, fine tune or otherwise develop Third Party Service models; and
- Customer Data are not retained by Third Party Services for longer than is necessary to perform the processing operation requested by you.

Your Obligations

You undertake that:

you will not allow your Customer Account to be used by any other person;
you will take reasonable measures to secure the Authentication Method associated with your Customer Account; and
you will let us know immediately if you believe the security of your Customer Account has been compromised.

You will ensure that:

no User Account is used by more than one Authorised User; and
such Authorised Users are notified of this Agreement and any applicable Third Party Terms.

You will not, and will not permit any Authorised User to:

violate our Acceptable Use Policy; or
violate the Third Party Terms of any Third Party Service accessed by you or your Authorised Users through the Services.

You will not:

copy, modify, or create a derivative work of the Services; or
reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law).

Fees and Payment

This Clause applies only to the use of the Paid Service.
You will pay the Fees to us in accordance with this Agreement.
We will measure your usage of the Services for the determination of the Fees and/or your compliance with any Usage Limits. In the event that you exceed the Usage Limits, an Overage Charge may apply.

If we have not received payment within 30 days after the due date:

we may suspend all or part of the Services to you, and will be under no obligation to provide any or all of the Services until full payment, including any interest, has been received; and
interest shall accrue on a daily basis at an annual rate equal to 4% above the then current base rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

All amounts and fees stated or referred to in this Agreement:

shall be payable in the currency stated on the invoice;
are, subject to Clause 10.3.2, non-cancellable and non-refundable;
are exclusive of value added tax, which will be added to our invoice(s) at the appropriate rate.

Term and Termination

The term of this Agreement (the “Term”) will begin on the Effective Date and continue until terminated or not renewed in accordance with the terms of this Agreement.

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

the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;
the other party commits a material breach of any other term of this Agreement and fails to remedy that breach for a period of no less than 30 days; or
the other party ceases its business operations, suspends or threatens to suspend its payments, appoints an administrator, or becomes subject to insolvency proceedings.

If you are using the Paid Service, we may terminate this Agreement in whole or part on written notice to you if we reasonably believe that continued provision of the Services to you would violate applicable law.

Data Protection

We will hold:

Personal Data relating to account management (including without limitation invoicing, provision of Support, and product feedback) of the Paid Service; and
Personal Data submitted to the Free Service;

as Controller, and will Process such data in accordance with our Privacy Notice.

If you are using the Free Service, you must ensure that Customer Data does not contain Personal Data.

If you are using the Paid Service, we will hold:

Personal Data relating to User Accounts; and
if applicable, any Personal Data contained in Customer Data;

as Processor, and will Process such Personal Data in accordance with the Data Processing Addendum.

Intellectual Property

You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services. Except as expressly stated herein, this Agreement does not grant you any Intellectual Property Rights in respect of the Services.
We confirm that we have all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, this Agreement.

The parties agree that in relation to the Customer Data:

any and all Intellectual Property Rights arising in relation to the Customer Data are retained by you; and
you hereby grant a royalty-free, worldwide, sub-licensable, non-exclusive licence for us (and each of its direct and indirect sub-contractors) to use, copy and otherwise utilise Customer Data as required to provide and develop the Services, and to exercise or perform our rights, remedies and obligations under the Agreement.

Confidentiality and Publicity

Where you use the Paid Service, you consent to our use of your name and logo on our website and in promotional materials. You may withdraw this consent at any time by notifying us in writing.
Each party agrees to use at least reasonable efforts to protect the other party’s Confidential Information and only use it to fulfil its obligations under this Agreement.
Confidential Information may only be shared with Representatives who need to know it and who are bound by equivalent confidentiality obligations.
Disclosure is permitted if required by law, a court, or a regulator, provided that the disclosing party:
- gives the other party as much notice as legally allowed;
- considers any reasonable requests regarding the content of the disclosure.

Indemnification

You agree to indemnify and hold harmless Rightbrain, its officers, directors, and employees from and against any claims, losses, damages, or costs arising from your use of the Services in breach of Clause 3 (Your Obligations), provided that:

you are given prompt notice of the claim;
we provide reasonable cooperation at your expense;
you are given full control to defend or settle the claim.

We agree to indemnify you and your officers, directors, and employees against any claim that use of the Services in accordance with this Agreement infringes UK intellectual property rights, provided that:

we are given prompt notice of the claim;
you provide reasonable cooperation and do not compromise the defence;
we retain sole authority to defend or settle the claim.

We are not liable for infringement to the extent the claim is based on:

a third party modification of the Services;
use of the Services in violation of instructions;
continued use after notice of alleged infringement;
your breach of this Agreement.

This clause sets out your exclusive remedy for IP infringement.

Limitation of Liability

Except as explicitly provided:

You accept full responsibility for outcomes resulting from your use of the Services.
We are not liable for any errors or omissions in Customer Data or instructions.
We exclude all implied warranties, to the extent permitted by law.
The Services are provided “as is.”

We do not exclude liability where such exclusion is not permitted by law.

Subject to the above:

We are not liable for:
- indirect, incidental, special, or punitive damages;
- lost profits, revenue, savings, or goodwill.
Our total liability under this Agreement is limited to the Fees paid in the 12 months prior to the event giving rise to the claim.

You are responsible for seeking legal advice regarding your obligations and risks. Support and guidance we provide is not legal advice.

Miscellaneous

This Agreement is governed by the laws of England and Wales.
The courts of England and Wales have exclusive jurisdiction for disputes.
Neither party is liable for failure or delay caused by circumstances beyond their reasonable control.
This Agreement replaces all prior agreements relating to the same subject.
You acknowledge you have not relied on anything not stated in this Agreement.
We may change the Services and these Terms from time to time.
Changes for legal compliance take effect immediately. Other changes take effect 30 days after publication. We’ll try to notify you.
Notices must be sent to:
- Us: legal@rightbrain.ai
- You: the contact email you provided.
We may subcontract obligations but remain responsible for performance.
If any part of this Agreement is invalid, the remainder will still apply.
No third party rights are granted under this Agreement.
This Agreement does not create a partnership, agency, or joint venture.

Definitions and Interpretation

Unless otherwise defined, the following terms have these meanings:

Agreement: these Terms and any referenced documents (e.g. Order Form, Data Processing Addendum, Acceptable Use Policy).
Acceptable Use Policy: https://rightbrain.ai/acceptable-use
Authentication Method: method used to authenticate Authorised Users (e.g. password, token).
Authorised User: an individual permitted to use the Services on your behalf.
Confidential Information: marked or obviously confidential information disclosed under this Agreement.
Controller, Processor, Data Subject, Personal Data, Process, Processing: as defined in the Data Processing Addendum.
Customer Data: any data submitted to the Services by you or your Authorised Users, excluding account data.
Customer Account: your main account used to access the Services.
Data Processing Addendum: https://rightbrain.ai/data-processing
Effective Date: either the Order Form date or your signup date.
Fees: amounts due for Paid Service (excluding VAT), including Overage Charges.
Free Service: the free tier of the Services.
Intellectual Property Rights: all existing and future intellectual property rights.
Order Form: the signed document describing the Paid Service.
Overage Charge: additional fees for exceeding Usage Limits.
Paid Service: the commercial version of the Services.
Privacy Notice: https://rightbrain.ai/privacy-policy
Representatives: each party’s affiliates, employees, contractors, and advisers.
Services: the Free Service and/or Paid Service.
Support: the support included in the Paid Service.
Term: the period this Agreement remains in force.
Terms: these Customer Terms.
Third Party Service: third-party tools or services accessible through the Services.
Third Party Terms: the terms governing Third Party Services.
Usage Limits: data/user/query or other limits as stated in the Order Form or set by us for the Free Service.
Us / We / Rightbrain: Rightbrain AI Ltd, registered in England, company number 14960427.
User Account: an individual login tied to an Authorised User.
You / Customer: the person or organisation accepting this Agreement.

Other interpretation rules:

Morphological inflections of defined terms have the same meaning.
“Writing” includes email.
In case of conflict:
- Data Processing Addendum takes precedence,
- followed by the Order Form,
- then the Acceptable Use Policy,
- then these Terms.