LEGAL

Terms of Use

Last updated: May 1, 2023

Please read these terms and conditions carefully before using Our Service.

ARWEN APPLICATION TERMS OF USE

  1. Any words following terms such as ‘including’ or ‘in particular’ shall be construed as illustrative and shall not limit the words preceding that term. A reference to writing or written includes email.
  2. Definitions. Capitalised terms, which are not otherwise defined in these Conditions, have the following meanings:
    • ‘Applicable Data Protection Legislation’ means (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; (b) to the extent the EU GDPR applies, the law of the European Union or any member state of any the European Union to which the Supplier is subject, which relates to the protection of personal data, or (c) any other applicable legislation relating to the protection of personal data to which the Supplier is subject.
    • ‘Application Store” means the digital distribution service operated and developed by Apple Inc. (Apple App Store) or Google Inc. (Google Play Store) in which the Application has been downloaded.
    • ‘Affiliate’ means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest of other securities entitled to vote for election of directors or other managing authority.
    • ‘Account’ means a unique account created for Customer to access the Service or parts of Supplier’s Service.
    • ‘Customer; means the individual or business requesting and paying for the Services.
    • ‘Feedback’ means feedback, innovations or suggestions sent by Customer regarding the attributes, performance or features of Supplier’s Service.
    • ‘Free Trial’ refers to a limited period of time that may be free of charge when purchasing a subscription to the Services.
    • ‘In-app Purchases’ refers to the purchase of a product, item, service or subscription made through the Application and subject to these Conditions and/or the Application Store’s own terms and conditions.
    • ‘Supplier’ means Arwen AI Limited.
    • ‘Third-party Social Media Service’ means any services or content (including data, information, products or services) provided by a third party that may be displayed, included or made available by the Service.
  3. Services. Supplier shall perform the Services in accordance with these Conditions. Supplier may from time to time automatically update the Service to improve performance or functionalities, or to address security concerns. There may be instances where Customer will be required to update the Application. Failure to update the Application when indicated may result in lack of performance of some of the Application’s features.
  4. Customer obligations. Customer represents that they are over the age of 18. If Supplier reasonably suspects that Customer is under the age of 18, they have the right to suspend use of the Application until proof of age is given. Customer acknowledges and agrees that use of the Service is at Customer’s own risk. Customer must obtain permission to download the Application onto a device that is not there’s. Customer will be responsible for complying with these Conditions, regardless of whether they own the device. Customer acknowledges and agrees that it is Customer’s responsibility to comply at all times with any Application Store’s policies, procedures and terms and conditions. Customer is not to misuse the Service by introducing or attempting to introduce viruses, scripts, trojan horses, worms, malware, timebombs or other technologically harmful components. Customer must not attempt to gain unauthorised access to the Services, server, device, computer or database that is in any way connected to the Service.
  5. Customer Account. When Customer creates and Account for the Application, Customer must provide Supplier with accurate information. Failure to do so would constitute a breach of these Conditions and may result in immediate termination of the Services.
    Customer is responsible for safeguarding the confidentiality of its Account details and the password used in connection with the Account. Customer is solely responsible for activities or actions taken under and in connection with the Account. Should the need arise, Customer agrees to authorise Supplier to act on instructions received under its Account and Customer acknowledges and agrees that Supplier will not be liable for any loss that Customer may suffer through following instruction whether by Customer or another third party.
  6. Device requirements. To use the Application and benefit from the Service, Customer must ensure that their devices (whether computer, tablet, or mobile device) are up to date in terms of system requirements and any requirements specified by the Application Store. Failure by Customer to do this may prevent Customer from benefitting from the Service. Customer acknowledges that access to the Application and the Service is dependant on Customer being able to connect to WiFi internet and/or have access to 3G, 4G or 5G. Customer is responsible for making any payments in respect of internet or network connection. Supplier is not responsible for internet availability, or any errors in or damage to connections, equipment, or software that may occur in relation to Customer’s use of the Service.
  7. Fees. In consideration for the performance of the Services, Customer shall pay Supplier the fee. All charges are expressed exclusive of VAT. The Customer shall pay Supplier, in addition to the fee, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect to the fee. Payment of invoices shall be made in full within 30 days of the date of the invoice. All payment shall be made in the currency specified in the Overview and paid by transfer to such bank account as Supplier may from time to time notify in writing to the Customer. If payment of an invoice is not made in full by the due date, Supplier shall, without prejudice to any other rights or remedies, have the right to either (i) suspend the Services; or (ii) to the extent permitted under law, charge the Customer interest on the amount unpaid at the rate of 2% per annum above the Bank of England base rate until payment is made. The Supplier may, in its sole discretion and at any time, modify the fee. Supplier will notify the Customer, giving 90 days notice, of any change to the fee and when the change will come into effect. During such notice period, Customer shall have the opportunity to terminate these Conditions before such change comes into effect. Supplier may at its sole discretion, offer certain services as part of a Free Trial for a limited period of time. Customer may be required to submit billing information in order to sign up for the Free Trial. Customer will not be charged until the Free Trial has expired. Once the Free Trial has expired, Customer will be charged accordingly for the services Customer selects. Supplier reserves the right to (i) modify the terms and conditions of the Free Trial offer, and (ii) cancel the Free Trial.
  8. In-app Purchases. The Application may include In-app Purchases allowing Customer to purchase other products or services. Such In-app Purchases cannot be cancelled after Customer has initiated the download process. In-app Purchases cannot be redeemed for cash or other consideration or otherwise transferred. If any In-app Purchase is not successfully downloaded or does not work once it has been downloaded, Supplier will investigate the fault once it has been made aware or notified of the fault by Customer. Supplier will act reasonably on deciding whether to provide Customer with replacement In-app Purchase or issue a patch to repair the fault. Supplier will not charge Customer to replace or repair an In-app Purchase. In the event that Supplier is unable to replace or repair an In-app Purchase, within a reasonable time, Supplier will authorise the Application Store to refund Customer an amount up to the cost of the relevant In-app Purchase. Alternatively, Customer may contact the Application Store to request a refund.
  9. Refunds. Except where required by law, the fee will not be refunded. Certain refund requests may be considered by Supplier on a case-by-case basis and will be determined at the Supplier’s sole discretion. If a purchase has been made through an In-app Purchase, the Application Store’s refund policy will apply. In the event of a refund for In-app Purchases, Customer should contact the Application Store directly.
  10. Confidentiality.
    • In this clause “Confidential Information” shall mean all confidential information disclosed or otherwise made available by or on behalf of a Party (in whatever medium and whether before or after the date of these Conditions) including all trade secrets, business, financial, commercial, technical, operational, organisational, legal, management and marketing information and the existence and terms of these Conditions.
    • Each Party shall:
      • keep the Confidential Information of the other Party secret and confidential;
      • not use the Confidential Information of the other Party except for the proper exercise of its rights and performance of its obligations under these Conditions (the “Permitted Purpose”);
      • not disclose or permit the disclosure of the Confidential Information of the other party except as permitted in Clause 10.3; and
      • take all necessary and proper security precautions to safeguard every part of the Confidential Information.
    • The receiving party may disclose Confidential Information of the other Party to those of its employees, officers and professional advisers (“Representatives”) who need to have access to it for the Permitted Purpose, provided that it ensures that those Representatives comply with Clause 10.
    • The provisions of Clause 10.2 shall not apply to Confidential Information that:
      • the receiving Party can prove, using written records, was known to the receiving party or in its possession on a non-confidential basis and other than as a result of breach of confidence before that information was acquired from, or from some person on behalf of, the other Party;
      • is in or enters the public domain through no default of the receiving Party provided that this Clause 10.4.2 shall only apply from the date that the relevant Confidential Information enters the public domain;
      • the receiving party receives from a third party without obligations of confidence in circumstances where the third party did not obtain that information as a result of a breach of an obligation of confidence; or
      • is required to be disclosed by any applicable law to the extent of the required disclosure.
    • The receiving Party shall notify the other Party promptly if it becomes aware that any of the Confidential Information falls within the provisions of Clause 10.4.
    • Within 3 days of receipt of a request to do so made at any time and in any event on termination of these Conditions, the receiving party shall promptly return or destroy and in each case erase from IT systems, all Confidential Information of the other party at the option of the other Party.
    • The provisions of this clause 10 shall continue to apply after termination or expiry of these Conditions.
    • Neither Party shall make any announcement in relation to the agreement for Services or these Conditions, or otherwise publicise its existence or its contents or use or refer to the name, trade mark or trade name of the other Party in any disclosure without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.
  11. Data Protection. Where applicable to the Services, the data protection provisions of this Clause 11 shall apply. For the purposes of this Clause 11, “personal data”, “process”, “processing”, “data subject” and “data breach” shall have the meanings given to them in Applicable Data Protection Legislation.
    • Both Parties shall comply at all times with Applicable Data Protection Legislation and shall not perform its obligations under these Conditions in a way which shall cause the other to breach any of its obligations under Applicable Data Protection Legislation.
    • In performance of its obligations in providing the Service, Supplier will process personal data of or at the instruction of the Customer. The personal data processed may include but is not limited to email address, first and last name, phone number, postal address and usage data. This may include information Supplier receives from a Third-party Social Media Service.
    • All personal data provided to or collected by Supplier in the course of its provision of the Services to Customer shall be confidential.
    • Supplier will only process personal data to the extent, and in such a manner, as is necessary for the performance of its obligations in accordance with written instruction and Supplier’s Privacy Policy. Supplier will not process the personal data for any other purpose or in a way that does not comply with this Agreement or Applicable Data Protection Laws. Supplier will promptly notify if, in its opinion, the Customer’s instructions do not comply with Applicable Data Protection Laws.
    • When processing personal data, Supplier shall:
      • Process the personal to the extent necessary to perform its obligations under these Conditions and in accordance with Customer’s instructions and Applicable Data Protection Laws;
      • Implement appropriate technical and organisational measures to protect against the unauthorised or unlawful processing of Customer personal data and against accidental loss or destruction of, or damage to Customer personal data;
      • Ensure that all those involved in the processing of the personal data have committed themselves to confidentiality or are under an appropriate obligation of confidentiality;
      • Assist the Customer insofar as possible (taking into account the nature of the processing undertaken by Supplier), and at the Customer’s cost and written request, in responding to a request from a data subject regarding the exercise of their rights and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      • Notify the Customer promptly and without undue delay of becoming aware of a personal data breach involving the Customer’s personal data;
      • At the written direction of the Customer, delete or return Customer personal data and copies thereof to the Customer on termination of these Conditions, unless Supplier is required by applicable laws to continue to process the Customer personal data;
      • Maintain and make available to the Customer records to demonstrate its compliance with this clause 11 and allow Customer or another auditor mandated by the Customer to conduct audits for this purpose, on reasonable written notice to the Supplier.
    • The Customer provides its prior, general authorisation for Supplier to:
      • Appoint processors to process Customer personal data, provided that Supplier:
        • ensures the terms on which it appoints such processors comply with Applicable Data Protection Laws and are consistent with the obligations imposed on Supplier under this Agreement;
        • shall remain responsible for the acts and omissions of any such processor as if they are aware the acts and omissions of Supplier; and
        • shall inform the Customer of any intended changes to the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to Supplier’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify Supplier for any losses, damages, costs (including legal fees) and expenses suffered by Supplier in accommodating the objection.
      • The Customer provides its prior, general authorisation for Supplier to transfer Customer personal data outside of the UK as required to provide the Services, provided that Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, Customer shall promptly comply with any reasonable request of Supplier, including any request to enter into standard data protection clauses, adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).
  12. Intellectual Property. The Service and its original content (excluding content provided by Customer or other users), features and functionality are and will remain the exclusive property of Supplier and its licensors. The Service is protected by copyright, trade mark (whether registered or unregistered), database rights and other intellectual property rights and laws throughout the world. Customer may not use Supplier trade marks and trade dress in connection with any product or service without prior written consent of the Supplier. Customer acknowledges that Supplier is the sole exclusive owner or any and all usage data relating to Customer’s use of the Service and that such data can be used for commercial, development and research purposes. Customer further acknowledges and agrees to assign all rights, title and interest in any Feedback Customer provides to Supplier. If for any reason such assignment is ineffective, Customer agrees to grant the Supplier a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such Feedback without restriction.
  13. Liability and Waiver.
    • In no event shall the Supplier be liable for any tortious loss (including negligence and negligent misstatement), misrepresentation, breach of statutory duty or for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise and whether or not the Supplier is advised of the possibility of loss, liability, damage or expense):
      • loss of revenue;
      • loss of actual or anticipated profits (including for loss of profits on contracts);
      • loss of the use of money;
      • loss of anticipated savings;
      • loss of sales or business;
      • loss of operating time or loss of use;
      • loss of opportunity;
      • loss of or damage to goodwill or reputation;
      • loss of, damage to or corruption of data; or
      • any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of the type specified in clauses 13.1.1 - 13.1.9).
    • Supplier’s liability in respect of direct losses under any provision of these Conditions shall be limited to the amount paid or payable by the Customer.
    • No limitation or exclusion shall apply to either Party’s liability for: (i) death or personal injury, (ii) fraudulent misrepresentation, or (iii) any matter for which liability may not be lawfully limited or excluded.
    • Supplier shall in no way be liable for any loss incurred as a result of Customer’s use of a Third-party Social Media Service.
    • The Service is provided “AS IS” and “AS AVAILABLE” and Supplier do not warrant or guarantee that the Service will be free from faults or defects of any kind.
    • It is the Customer’s responsibility to ensure that the Services are suitable for its needs. To the maximum extent permitted under applicable law, Supplier disclaims all warranties, whether express or implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. In the event that the Supplier is liable under such implied warranties, this will be limited to the amount paid or payable by Customer for the Service.
    • Without limiting the foregoing, neither the Supplier or its own suppliers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content or e-mails sent from or on behalf of the Supplier are free from viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
    • For consumers: Supplier has no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. If Supplier provides defective services, as a result of failure to use reasonable care and skill, Supplier will either repair any damage or pay Customer compensation. However, Supplier will not be liable for any damage that could have been avoided by following Supplier advice to apply an update, or for failing to follow instructions or having minimum system requirements in place, as advised by Supplier.
  14. Third-party Sites. Supplier’s Service may contain links to third-party websites or services that are not owned or controlled by Supplier. Customer interaction and dealings with such third-party websites are between Customer and the third-party. Supplier has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. Customer further acknowledges and agrees that Supplier shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such third-party websites or services. Customer shall be solely responsible for its compliance with any third-party terms and conditions or policies.
  15. Term and Termination.
    • These Conditions shall continue for the term after which it may be renewed for fixed periods unless terminated by the Parties in accordance with this Clause 15.
    • Without prejudice to any other rights or remedies of Supplier, Supplier may terminate these Conditions with immediate effect by written notice if the Customer has failed to pay any sums due under these Conditions by the due date.
    • Without prejudice to any other rights or remedies available to it, these Conditions may be terminated:
      • immediately by either party on written notice, if the other is in material breach of an obligation under these Conditions (other than as set out in Clause 15.2) and in the case of any such breach being capable of remedy has failed to remedy the breach within a period of 30 days after receipt of written notice to do so;
      • immediately by Supplier on written notice, if Control of Customer is transferred to any person or persons other than the person or persons in Control of Customer at the date of these Conditions where Control means the ability alone or with others to require compliance, whether as a result of shareholding, contract or otherwise; or
      • immediately by Supplier on written notice if Customer takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this Clause 15.3.3.
    • Supplier may terminate these Conditions with immediate effect, for cause or convenience, including but not limited to Customer’s breach of part of these Conditions.
    • If the Customer wishes to terminate their Account this can be done by contacting the Supplier at info@arwen.ai giving 30 days notice ahead of the end of the current term that has been agreed. Customer will not receive a refund for the Fees already paid for the Service.
  16. Consequences of Termination. Termination or expiry of these Conditions for any reason, whether under Clause 15 or not, shall be without prejudice to the accrued rights and liabilities of the Parties on the date of termination or expiry. The provisions of Clauses 10, 11, 12 and 13 and any other clauses which expressly or impliedly survive termination or expiry of these Conditions for any reason whatsoever shall continue in full force and effect after termination or expiry
  17. Notices. All communications and notices in relation to these Conditions, shall be in writing to the party being served at the relevant address communicated by the Parties.
  18. Force Majeure. Neither Party shall be liable to the other party for any delay or non-performance of its obligations under these Conditions to the extent that its performance is interrupted or prevented by any act, event, omission, cause or circumstance whatsoever beyond its reasonable control. The Party affected by such an event shall promptly give written notice to the other Party and shall use best endeavours to bring the event to an end and mitigate the effects of the event. If such delay or non-performance persists for 90 days or more, the Party not affected by the event may terminate these Conditions by giving 14 days written notice of such termination to the other party.
  19. Severability.
    • If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable in any jurisdiction it shall to that extent be deemed deleted in that jurisdiction but that shall not affect:
      • the legality, validity or enforceability in that jurisdiction of any other provision of these Conditions; or
      • the legality, validity or enforceability in any other jurisdiction of that or any other provision of these Conditions.
    • Whilst the Parties consider the provisions contained in these Conditions reasonable, having taken independent legal advice, if any one or more of the provisions or part-provisions of these Conditions is deemed deleted under Clause 19.1 the Parties shall negotiate in good faith to agree a replacement provision or provisions so that to the greatest extent possible they achieve the same effect as would have been achieved by the original provision.
  20. Assignment and Variation. Supplier may assign its rights and obligations under these Conditions to its Affiliates. Customer may not assign its rights or obligations under these Conditions without the prior written consent of the Supplier. No variation to these Conditions shall be effective unless in writing and signed by each of the Parties.
  21. Waivers and Remedies. Except as otherwise stated in these Conditions, the rights and remedies of each Party under these Conditions are in addition to and not exclusive of any other rights or remedies under these Conditions or the general law and may be waived only in writing and specifically. Delay in exercising or non-exercise of any right under these Conditions is not a waiver of that or any other right. Waiver of a breach of any term of these Conditions shall not operate as a waiver of breach of any other term or any subsequent breach of that term.
  22. Governing Law and Jurisdiction. These Conditions shall be governed by the laws of England and Wales. Any dispute arising out of or in connection with these Conditions shall be heard under the exclusive jurisdiction of the English courts.
  23. Dispute Resolution. These Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or formation, shall be governed by the laws of England and Wales. If Customer has any concerns or disputes about the Services, Customer agrees to contact Supplier in the first instance. In the event an informal resolution cannot be achieved, each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle and dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Conditions, its subject matter or formation.
  24. Entire Agreement. These Conditions:
    • constitutes the entire agreement and understanding between the Parties with respect to the subject matter of these Conditions; and
    • supersedes and extinguishes any prior drafts, agreements, undertakings, representations, understandings, promises, warranties or conditions, whether oral or written, express or implied between the Parties relating to such subject matter.
  25. No Partnership / Agency. Nothing in these Conditions is intended to or shall operate to create a partnership or joint venture of any kind between the Parties, or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.
  26. Rights of Third Parties. A person who is not a Party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of these Conditions.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us by email at info@arwen.ai