Platform Services Terms of Use

1. About these terms of use

1.1These Terms of Use ("Ts&Cs") govern your use of (and access to) the Conscium Verify AX platform ("Platform"), a cloud-based software-as-a-service solution for verifying AI agents (the "Platform Services") which is made available by Conscium Limited, a limited company incorporated and registered in England and Wales under company number 15404582, ("Conscium", "our", "us", "we"). The Platform Services exclude any third-party applications, integrations or services that may interact with or be accessible through Conscium's software unless expressly included in these Ts&Cs.

1.2Conscium is the owner and operator of the Platform Services, including any associated user manuals and other documents which may be referred to in these Ts&Cs, or linked to, or otherwise made available as part of the Platform Services, including any reports generated as a result of your use of the Platform Services ("Materials").

1.3These Ts&Cs form a legal agreement between you, as the end-user of the Platform Services ("you" or "your") and Conscium for your use of the Platform Services and any data and Materials provided in connection with the Platform Services.

2. IMPORTANT NOTICES

2.1By clicking "Accept" below and using the Platform Services:

2.1.1you agree to be bound by and comply with these Ts&Cs; and

2.1.2you acknowledge and accept the terms of our privacy and cookies notices from time to time, available at Privacy & Cookies Policy, which explain how Conscium and any of its affiliates (together the "Conscium Group") collects and uses your personal data, and set out information about Conscium's use of cookies and similar technologies on the Platform Services ("Privacy & Cookies Policy"),

(together "Our Terms") which will bind you and any persons who access the Platform Services on your behalf (including Authorised Users).

IF YOU DO NOT ACCEPT OUR TERMS, YOU MUST CLICK "REJECT" BELOW AND YOU MAY NOT USE THE PLATFORM SERVICES.

2.2OUR TERMS CONTAIN, IN PARTICULAR, (FOR CONSUMERS ONLY) A WAIVER OF RIGHTS TO CANCEL DURING THE COOLING OFF PERIOD IN SECTION 11 OF THESE Ts&Cs AND (FOR ALL USERS) LIMITATIONS OF OUR LIABILITY IN SECTION 15 OF THESE Ts&Cs.

3. Agreed terms

3.1Our Terms apply to your use of the Platform Services, including any updates or supplements to the same as they may develop over time (unless they come with separate terms, in which case those terms apply). If any open source software is included as part of the Platform Services, the terms of the relevant open source licence may (to the extent there is any conflict with Our Terms) override some of Our Terms.

3.2We may change Our Terms at any time by notifying you of a change when you next log into your Account to access the Platform Services. The new terms of use may be displayed on-screen, and you may be required to read and accept them to continue your use of the Platform Services. Your continued use of the Platform Services following deemed receipt of notice to you of any changes shall constitute your acceptance to Our Terms as varied. If you do not wish to accept the Terms as varied you must immediately stop using and accessing the Platform Services on deemed receipt of notice to you.

3.3By using the Platform Services you agree that you are permitted to do so under applicable law and that you have obtained permission from the owners of any device(s) (including computers, smartphones, tablets and other handheld devices) used to access the Platform Services, ("Devices") that are controlled, but not owned, by you. You accept responsibility in accordance with Our Terms for the use of the Platform Services on or in relation to any Device(s), whether or not owned by you. You are also responsible for ensuring that all persons who access the Platform Services through your internet connection, or otherwise on your behalf, are aware of Our Terms (and any other applicable terms of service), and that they comply with them.

4. Licence grant

4.1The following defined terms are used in this licence:

4.2In consideration of your agreement to abide by Our Terms, and of any credits purchased by you (or on your behalf), subject always to section 5 and section 7 of these Ts&Cs, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly permitted under these T&Cs), revocable licence to access and use the Platform Services (including the data, Materials and environments made available as part of the Platform Services) worldwide on the Devices and subject to Our Terms, ("Licence"). We reserve all other rights and you acknowledge and agree that no other rights or any express or implied licences are granted to you, except as expressly set out in these Ts&Cs.

4.3You shall:

4.3.1provide Conscium with all necessary co-operation in relation to the Licence (including all necessary access to such information as Conscium may require) to the extent required to provide the Platform Services, data and Materials, including Licensee Data, security access information and configuration services; and

4.3.2obtain all necessary consents before sharing Licensee Data with us via the Platform Services (and you hereby warrant that all Licensee Data you upload, provide or otherwise make use of the Platform Services to process is lawfully obtained and you have all necessary rights and permissions to use it for this purpose); and

4.3.3without affecting your other obligations under the Ts&Cs, comply with all applicable laws and regulations with respect to your activities under and in connection with the Licence; and

4.3.4ensure that your network and systems comply with the relevant specifications provided by Conscium from time to time.

4.4The Licence gives you permission to access the Platform Services for your lawful, ethical and legitimate business or personal purposes only, in order to verify your AI agents (including, by way of example only, for accuracy, responsiveness and other performance indicators as may be available to you from time to time when you access the Platform such as fairness, explainability and alignment). The Licence is granted for your validation of AI systems for legitimate business, compliance, development, research, assurance and compliance purposes, subject always to the licence restrictions in section 5 and the acceptable use restrictions in section 6 below.

4.5The Licence will allow you:

4.5.1access to Conscium's pre-built verification simulations;

4.5.2the option to build your own simulations that you can use to test your AI agents;

4.5.3access to Conscium's pre-built AI agents in the 'Agent Catalogue';

4.5.4access to 'the Playground' where you can interact with your AI Agent and/or an AI Agent from the Agent Catalogue; and

4.5.5access to reports (individual or aggregated) on the performance of your AI Agent(s) compared to the attributes and abilities tested by the relevant simulation(s).

4.6For the avoidance of doubt, you acknowledge and agree that:

4.6.1the functionality of the Platform Services may evolve from time to time and Conscium does not guarantee that any particular verification functionality and/or simulation will be available to you; and

4.6.2reports are generated by artificial intelligence and may contain errors or inaccuracies. You agree not to rely solely on any report outputs for material decisions, and you assume all responsibility for verifying any information received from your use of the Platform Services.

4.7You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Licensee Data, and you must not upload, provide or otherwise make use of the Platform Services to process Licensee Data which is unlawfully obtained or which you have no right to use, nor any Licensee Data which is illegal or unlawful. You hereby license us to use the Licensee Data for:

4.7.1the proper performance of the Platform Services;

4.7.2the purposes set out in our Privacy & Cookies Policy;

4.7.3to make improvements to the Platform Services; and

4.7.4all other purposes relevant to the proper exercise of our rights and obligations under these Ts&Cs.

5. Licence restrictions

5.1Except as expressly set out in these Ts&Cs, you agree:

5.1.1not to use the Platform Services (or the associated content, data and Materials): (a) for resale purposes; or (b) to train or develop any artificial intelligence system or model, large language models or machine learning algorithms (beyond the scope of permitted validation of your AI agents under the Licence); or (c) to train or develop, enhance, calibrate, fine tune, optimise, evaluate, benchmark, 'red team', test, or operationalise any AI agent or other AI system which is unlawful, unethical or harmful (including any prohibited AI system under EU Regulation 2024/1689 (the "EU AI Act")); or (d) to commit or facilitate fraud, deception, impersonation, phishing, social engineering, identity abuse or identity theft; or (e) for any cyber intrusion, malware, credentials theft, evasion of security controls, or other cyber crime or similar unlawful activity; or (f) to commit or facilitate violence, weapons-related harm, stalking, trafficking, harassment, or exploitation; or (g) for any unlawful access to or use of personal, confidential or proprietary information; or (h) to commit or facilitate money laundering, sanctions evasion, or any other financial crime or government-sanctioned unlawful activity; or (i) for any other purpose or activity that is illegal or unlawful (including criminal), coercive, deceptive, illegitimate, unethical or harmful;

5.1.2not to copy the content, data or Materials from the Platform Services except where such copying is incidental to normal use of the Platform Services, or where it is necessary for the purpose of back-up or operational security;

5.1.3not to rent, sell, re-sell, lease, sub-license, loan, translate, adapt or otherwise amend, deal or trade with the content, data or Materials from the Platform Services;

5.1.4not to copy, modify, duplicate, disassemble, decompile, reverse-engineer, frame, mirror, republish, download, display, transmit, distribute or create derivative works from the whole or any part of the Platform Services or attempt to do any such thing;

5.1.5not to provide, licence, sell or otherwise make available, the Platform Services (in whole or part, including object and source code), in any form to any person (other than Authorised Users in accordance with these Ts&Cs) without our prior written approval;

5.1.6to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Platform Services ("Technology"); and

5.1.7not to undertake, facilitate, authorise or permit any web scraping or text or data mining in relation to the Platform Services (or the associated content and Materials) for any purpose.

5.2If you breach any of the Licence Restrictions, your right to access and use the Platform Services under the Licence will cease immediately.

6. Acceptable use restrictions

6.1The following defined terms are used in this section 6:

6.1.1"Owner" means the principal accounts holder of the Platform Services with the right to create, delete and manage Organisations, to add and remove Authorised Users, to create, delete and manage Workspaces and to allocate roles within a Workspace, and the right to purchase and to consume Credits;

6.1.2"Admin" means the user of the Platform Services that the Owner has added to one or more of the Owner's Organisations, with all the same rights as an Owner to manage the Organisation(s) in question, except for the right to delete an Organisation. Admins can also create, delete and manage Workspaces.

6.1.3"Editor" means a user of the Platform Services that the Owner has added to one or more of the Owner's Organisations, with all the same rights as an Admin in respect of a Workspace, including the right to purchase and to consume Credits and to allocate roles within a Workspace, but excluding the right to delete or invite Authorised Users to a Workspace.

6.1.4"User" means a user of the Platform Services that the Owner has added to one or more of the Owner's Organisations with the right to consume Credits (but without rights to edit or manage the Organisation(s) in question).

6.1.5"Workspace" means a designated area within an Organisation that may be created by an Owner for the purpose of specific projects or otherwise restricting access of certain Authorised Users to designated areas of an Organisation.

6.1.6"Viewer" means a user of the Platform Services with read-only access, with the right to view reports and other Materials within a Workspace only.

6.2To gain access to the Platform Services, you are required to provide us with certain information (including your first name, last name and email address) to register for an account (your "Account"). We reserve the right to require additional information including due diligence information concerning your identity, corporate affiliation(s), legal structures, beneficial ownership, details of your use case(s) for using the Platform Services, etc.

6.3You must ensure that your Account information is and remains complete and accurate at all times. Information you provide to us as part of registration for your Account will be treated (to the extent it contains personal information) in accordance with section 13 of these Ts&Cs and our Privacy & Cookies Policy.

6.4Your Account is non-transferable. By registering your Account, you warrant that: (i) you are capable legally of entering into binding contracts; and (ii) your use of the Platform Services will not violate Our Terms or any applicable laws.

6.5You are responsible for the security of your Account and for all activity that happens through your Account. You must keep your Account details (including any verification codes shared with you) confidential.

6.6If you know or suspect that anyone other than you knows the access credentials for your Account, you must promptly notify us at privacy@conscium.com.

6.7You undertake that:

6.7.1you will not allow any User Profile or Account to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User;

6.7.2you shall permit us or our designated auditor to audit the Platform Services to verify that your use of the Platform Services and Materials does not exceed the total number of User Profiles purchased; and

6.7.3you shall supervise and control use of the Platform Services, data and Materials and ensure they are used by Authorised Users only in accordance with the terms of the Licence.

6.8You must not and ensure that any Authorised Users do not:

6.8.1use the Platform Services in any unlawful, unethical or harmful manner, for any unlawful, unethical, or harmful purpose, or in any manner inconsistent with the Terms, or act fraudulently or maliciously;

6.8.2attempt to gain unauthorised access to the Platform Services, or any server, computer or database connected to the Platform Services;

6.8.3infringe our intellectual property rights or those of any third party in relation to your use of the Platform Services;

6.8.4use the Platform Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users' access to and use of the Platform Services;

6.8.5collect or harvest any information or data from the Platform Services or associated data, Materials or systems belonging to us, or attempt to decipher any transmissions to or from the servers running the Platform Services.

6.9If you breach any of the Acceptable Use Restrictions, your right to access and use the Platform Services will cease immediately.

6.10We reserve the right to monitor your use of the Platform Services generally and to investigate any suspected breach of Our Terms, including the Acceptable Use Restrictions.

7. Intellectual property rights and feedback

7.1We do not sell the Platform Services, associated software, data or Materials to you. You acknowledge that we are the owner (or the licensee) of all intellectual property rights in: (i) Platform Services (including its content, data and Materials); (ii) our "Verify AX" mark ("Our Brand"); and (iii) the Technology, in each case anywhere in the world.

7.2You own any data, software and intellectual property rights therein which you provide through your use of the Platform Services, including the data and intellectual property rights in and to any AI agents you connect to the Platform ("Your Data"), but when you provide us with Your Data, you grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable and sub-licensable licence to host, use, store, reproduce, copy, distribute, prepare derivative works of, display, modify, adapt, publish, translate, and perform Your Data for any business purpose.

7.3You acknowledge that you have no right to access the Platform Services in source code form.

8. Feedback

We welcome your recommendations, ideas, proposals, suggestions, and other feedback ("Feedback") related to the Platform Services. Feedback can be submitted using the 'Help and Support and Feedback' mechanism on the Platform. You acknowledge and agree that we will treat any Feedback you submit as non-proprietary and non-confidential and by submitting Feedback you grant us an irrevocable, perpetual, worldwide, transferable, sub-licensable, royalty-free licence to use, disclose and otherwise exploit the Feedback freely without any notice, obligation, restriction or compensation to, or acknowledgement of, you.

9. Limited warranty

9.1Subject to section 9.2 we warrant that:

9.1.1the Platform Services will, when properly used and on an operating system for which they were designed, perform in all material respects in accordance with the functions described in the Materials; and

9.1.2that the Materials correctly describe the operation of the Platform Services in all material respects.

9.2The warranty does not apply if the defect or fault in the Platform Services results from you having used the Platform Services in breach of the terms of these Ts&Cs.

10. Purchase of Credits

10.1Owners, Admins and Editors may purchase credits for consumption as part of the Platform Services in accordance with this clause 10.

10.2Only Owners can add a method of payment to the Platform. Once an Owner has accepted these Ts&Cs and registered for their Account, the Owner must provide us with up to date and complete credit/bank card details for billing purposes.

10.3You acknowledge and agree that Conscium's determination of the number of credits that should be allocated to each simulation is based on Conscium's best estimate and may not always be accurate.

11. Cancellations and Refunds

11.1If you are a consumer resident in the UK or EU, you confirm that you are hereby requesting service delivery prior to expiry of the Cooling Off Period, and you agree that your legal right to withdraw from your purchase of credits within 14 calendar days of the date of contract ("Cooling Off Period") without providing any reason is hereby waived.

11.2You acknowledge and agree that Conscium will not be obliged to provide you with a refund in respect of any unused credits, but we may consider your request on a case by case basis, in our sole discretion.

11.3Subject to section 11.5 of these Ts&Cs, refunds will be made to the original payment method that you used to purchase the credits and, once approved by Conscium, will be processed within ten (10) business days.

11.4You may cancel your Account and use of a User Profile at any time via your account settings on the Platform Services or by using the Stripe customer portal.

11.5Conscium will not provide refunds in respect of:

11.5.1Services already performed or delivered in full through the Platform Services;

11.5.2Unused credits, add-ons or third-party services; and

11.5.3Abuse of the service we provide by enabling your access to the Platform Services or violation of these Ts&Cs by you.

11.6If you dispute a payment via your bank or card issuer, we will respond via Stripe with evidence of service delivery via the Platform Services. To avoid delays, we encourage you to contact us first to resolve any issues.

12. Support Services

12.1We will provide you with limited support in relation to the correct operation and functionality of the Platform Services via the 'Help and Support' request form available on the Platform. You acknowledge and agree that provision of any Support Services is entirely at our discretion and the relevant person providing support will respond to you within five (5) business days of receiving notice of your issue.

13. Privacy and security

13.1You agree that using the Platform Services will require the collection of your personal information. We will use your personal information as set out in our Privacy & Cookies Policy, the terms of which are incorporated into these Ts&Cs by reference.

13.2By using the Platform Services:

13.2.1you acknowledge and agree that any information (including personal data) you input into the Platform Services may be used to train, validate or develop AI, large language models or machine learning algorithms in accordance with our Privacy & Cookies Policy;

13.2.2you acknowledge and agree that internet transmissions are not completely private or secure;

13.2.3you consent to our collecting and using technical information about the Devices and related software, hardware and peripherals ("Usage Data");

13.2.4you acknowledge and agree that in the event of any loss or damage to Licensee Data your sole and exclusive remedy against us shall be for us to use reasonable endeavours to restore the lost or damaged Licensee Data from the latest back-up.

14. Service Level Terms

14.1We will use reasonable endeavours to maintain the availability of the Platform Services 24 hours a day, 7 days a week (excluding scheduled maintenance), but we do not guarantee that the Platform Services will always be available or be uninterrupted.

14.2We may suspend or withdraw or restrict the availability of all or any part of our Platform Services during Peak Usage and also during off-peak hours, for business and operational reasons.

14.3We will use reasonable endeavours to ensure scheduled maintenance of the Platform Services is conducted during off-peak hours to minimise disruption.

15. Limitation of liability

15.1You acknowledge that the Platform Services have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Platform Services as described in the Materials meet your requirements.

15.2You acknowledge and agree that any conclusions and/or recommendations delivered as a result of your use of the Platform Services ("Conclusions") are, to the fullest extent permitted by law, provided without warranty of any kind. You are solely responsible for your interpretation of Conclusions and any actions taken as a result.

15.3The content on the Platform is provided on an "as is" and "as available" basis, for general information only.

15.4We do not guarantee that the Platform Services will be secure or free from bugs or viruses. You are responsible for configuring your Devices to access the Platform Services.

15.5We have no liability to you for any loss of profit (direct or indirect), loss of business, business interruption, loss of anticipated savings, loss of business opportunity, or any special, indirect or consequential loss, damage, charges or expenses.

15.6We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of these Ts&Cs or our negligence, up to the limit specified in section 15.7.

15.7Our maximum aggregate liability under or in connection with the Terms shall in all circumstances be limited to the amount of credits consumed by you for the last simulation run by you immediately before any claim.

15.8You agree to indemnify, hold harmless and defend us from all third party claims and costs (including reasonable legal fees) arising out of or related to: (1) your use of the Platform Services; (2) Your Data; (3) your breach of any part of Our Terms.

15.9Nothing in the Terms shall limit or exclude our liability for death or personal injury resulting from our negligence; fraud or fraudulent misrepresentation; and any other liability that cannot be excluded or limited by English law.

16. Termination

16.1We may terminate the Licence we have granted to you at any time for any reason.

16.2Without prejudice to section 16.1, we may terminate these Ts&Cs immediately by written notice to you if you commit a material or persistent breach of these Ts&Cs.

16.3On termination for any reason:

16.3.1all rights granted to you under these Ts&Cs shall immediately cease; and

16.3.2you must immediately cease all activities authorised by these Ts&Cs, including your use of the Platform Services.

17. Events outside our control

17.1We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Ts&Cs that is caused by any act or event beyond our reasonable control ("Event Outside Our Control").

18. Confidentiality

18.1"Confidential Information" means all confidential information disclosed by us or our Representatives to you and your Representatives in connection with the Platform Services.

18.2You shall keep our Confidential Information secret and confidential and shall not use such Confidential Information except for the purpose of exercising or performing your rights and obligations under these Ts&Cs, or disclose such Confidential Information to any third party, except as expressly permitted.

18.3You may disclose our Confidential Information to those of your Representatives who need to know such Confidential Information for the Permitted Purpose, provided that you inform such Representatives of the confidential nature before disclosure.

19. Other important terms

19.1If you wish to contact us in writing, you can send this to us by e-mail to privacy@conscium.com.

19.2If we have to contact you or give you notice in writing, we will normally do so by e-mail to the address you provide to us when you register and create your Account.

19.3We may transfer our rights and obligations under the Terms to another organisation, but we will tell you in writing if this happens.

19.4You may only transfer your rights or obligations under the Terms to another person if we agree in advance in writing.

19.9These Ts&Cs, and their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction to determine any disputes arising under these Ts&Cs.