Terms of Service

This agreement shall commence when you sign up for the Service and continue until you terminate your account, or until your account is otherwise terminated in accordance with clause 12 (the "Term").

Subject to signing up to the Service, the restrictions set out in this clause and the other terms and conditions of this agreement, Emaily hereby grants to you a non-exclusive, non-transferable right and licence to use the Service and the Documentation during the Term.

You shall not access, store, distribute or transmit any material that:

• is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive
• facilitates illegal activity
• depicts sexually explicit images
• promotes unlawful violence
• is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability
• is otherwise illegal or causes damage or injury to any person or property

Emaily reserves the right to disable your access to any material that breaches these provisions.

You shall not:

• Copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation
• Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software
• Access all or any part of the Service in order to build a product or service which competes with the Service
• Use the Service to provide services to third parties
• License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Service
• Introduce or permit the introduction of any Virus or Vulnerability into Emaily's network and information systems

You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and promptly notify Emaily in the event of any such unauthorised access or use.

Emaily shall, during the Term, provide the Service and make available the Documentation to you on and subject to the terms of this agreement.

Availability

Emaily shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for planned maintenance and unscheduled maintenance.

Support

Emaily will, as part of the Service, provide standard user support during normal business hours in accordance with Emaily's Support Service Policy in effect at the time the services are provided.

Both parties must comply with applicable Data Protection Laws in connection with this agreement.

Usage Data

You consent to Emaily storing and accessing information for the purpose of gathering information relating to the provision, use and performance of the Service (Usage Data).

During and after the agreement, Emaily may:

• Use Usage Data to improve the Service and for development, diagnostic and correction purposes
• Use Usage Data in connection with providing the Service, including to train machine learning algorithms (on an aggregated and anonymised basis only)
• Disclose Usage Data to others solely in aggregated, anonymised form

Emaily undertakes that the Service will be performed substantially in accordance with the Documentation and with reasonable skill and care.

Emaily does not warrant that:

• Your use of the Service will be uninterrupted or error-free
• The Service and/or the information obtained will meet your requirements
• The Software or the Service will be free from Vulnerabilities or Viruses

Emaily is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.

Data Backup

Emaily shall follow its archiving procedures for User Data. In the event of any loss or damage to User Data, your sole and exclusive remedy shall be for Emaily to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up.

You shall:

• Provide all necessary co-operation in relation to this agreement
• Provide all necessary access to such information as may be required by Emaily
• Comply with all applicable laws and regulations with respect to your activities under this agreement
• Use the Service and the Documentation in accordance with the terms of this agreement
• Obtain and maintain all necessary licences, consents, and permissions necessary for Emaily to perform the Service
• Ensure that your network and systems comply with the relevant specifications provided by Emaily

Your Data

You shall own all right, title and interest in and to all of your User Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such User Data.

AI Providers

Emaily uses Large Language Models (LLMs) through third-party Language Model Providers to enable AI features in the Service. While Emaily may share User Data with Language Model Providers, it is only to provide you with the Service and for no other purpose. No User Data is used to train Language Model Provider's LLMs or that of any other third party provider.

You shall pay any Subscription Fees to Emaily for the User Packages as set out on the Subscription Page and in accordance with this clause.

Payment Terms

• At the point of subscribing, provide valid, up-to-date and complete credit card details
• You authorise Emaily to bill such credit card for the Subscription Fees payable
• Emaily shall be entitled to alter the Subscription Fees at any point, upon written notice
• You may terminate any User Package in accordance with the relevant termination provisions

You acknowledge and agree that Emaily and/or its licensors own all intellectual property rights in the Service and the Documentation. Except as expressly stated herein, this agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Service or the Documentation.

Emaily confirms that it has all the rights in relation to the Service and the Documentation that are necessary to grant all the rights it purports to grant under this agreement.

Each party shall keep the other party's Confidential Information secret and confidential and shall not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this agreement.

Exceptions

Confidentiality provisions do not apply to information that:

• Is or becomes generally available to the public
• Was available to the receiving party on a non-confidential basis before disclosure
• The parties agree in writing is not confidential or may be disclosed
• Is developed independently of the information disclosed by the disclosing party

The confidentiality provisions shall survive for a period of five years from termination of this agreement.

Your Indemnity

You shall defend, indemnify and hold harmless Emaily against claims, actions, proceedings, losses, damages, expenses and costs arising out of or in connection with your use of the Service and/or Documentation.

Emaily's Indemnity

Emaily shall defend you against any claim that your use of the Service or Documentation in accordance with this agreement infringes any patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims.

Exceptions

Emaily shall not be liable for infringement claims based on:

• A modification of the Service or Documentation by anyone other than Emaily
• Your use of the Service contrary to instructions given by Emaily
• Your use of the Service after notice of alleged or actual infringement

Your Responsibilities

• You remain solely responsible for any opinions, recommendations, or other conclusions made based on results from the Service
• You are responsible for ensuring all content you provide is complete, accurate and up-to-date
• Given the probabilistic nature of machine learning, outputs may sometimes be incorrect. You should evaluate the accuracy of any output as appropriate for your use case

Service Provided "As Is"

THE SERVICE IS PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, EMAILY MAKES NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICE AND DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT.

Exclusions

Nothing in this agreement excludes the liability of Emaily:

• For death or personal injury caused by Emaily's negligence
• For fraud or fraudulent misrepresentation

Liability Cap

Emaily's total aggregate liability in contract, tort, or otherwise, arising in connection with this agreement shall be limited to the greater of £1000 or the Subscription Fees that you have paid in the preceding 6 months.

This agreement shall terminate if:

• Emaily provides you with 30 days notice to terminate your account
• Emaily's access to the Language Model Provider ceases for any reason (immediate effect)
• You breach the terms of this agreement (immediate effect)
• You notify Emaily that you have withdrawn your consent to use the Service (immediate effect)

Either party may terminate with immediate effect if:

• The other party fails to pay any amount due and remains in default for 30 days after notification
• The other party commits a material breach and fails to remedy within 30 days after notification

On termination:

• All licences granted shall immediately terminate
• You shall immediately cease all use of the Service
• Emaily may destroy or dispose of any of your User Data unless you request return within 10 days
• Emaily shall use commercially reasonable efforts to ensure the Language Model Provider ceases to access your content

Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving 30 days' written notice to the affected party.

Variation

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

Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

Severance

If any provision of this agreement 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 this agreement.

Entire Agreement

This agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances and understandings between them relating to its subject matter.

Assignment

You shall not, without the prior written consent of Emaily, assign, transfer, or deal in any other manner with any of your rights and obligations under this agreement.

No Partnership or Agency

Nothing in this agreement is intended to create a partnership between the parties, or authorise either party to act as agent for the other.

This agreement and any dispute or claim arising out of or in connection with it shall be governed by and interpreted in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.