Thank you for choosing to use our SherlockML platform. These Terms of Service (“Terms”) cover your use of and access to our services, client software and website[s] (referred to in this document as the “Services”). Your agreement is with Advanced Skills Initiative Limited (referred to as “ASI” or “We”, “Us” or “Our” below, as the context requires). Our Privacy Policy explains how We collect and use information about you and your use of Our Services, whilst Our Acceptable Use Policy outlines your responsibilities when using Our Services.

If you decide to use Our Services beyond any free trial period, you will be sent a Subscription Agreement outlining the charges for using Our Services. By using Our Services during any free trial period and subsequently, you are agreeing to be bound by these Terms, our Subscription Agreement, Privacy Policy and the Acceptable Use Policy.

If you are entering into this agreement on behalf of a company, or other legal entity, you represent that you have the authority to bind such entity (its affiliates and all users who access our Services through your account) to these Terms, in which case, the terms “you” or “your” shall refer to such entity, its affiliates and users associated with it. If you do not have such authority, or if you do not agree to these Terms, you must not accept this agreement and may not use the Services.

If you have any questions about these Terms, please send your queries to hello@sherlockml.com.

1. Your Material, Permissions and Sharing your Material

1.1. When you use Our Services, you provide Us with things like your files, data, content, messages and so on ("Your Material"). Your Material is yours. These Terms do not give us any rights to Your Material except for the limited rights that we need to enable us to offer Our Services to you.

1.2. We need your permission to host Your Material, back it up and share it when you ask us to. Our Services also provide you with features like ‘data quality check’ and ‘report generation’. These and other features may require our systems to access, store and scan Your Material. By accepting these Terms you give us permission to carry out these tasks.

1.3. Our Services let you share Your Material with other users (referred to below as “Collaborators”), so please think carefully about who you add as a Collaborator, the status (i.e. access rights) you give that person, what you share with them and the kinds of material (files, data, content, messages and so on referred to below as “Material”) that you allow them to share with you as part of your project(s). You are responsible at all times for all the Material connected with your SherlockML projects (the “Projects”).

2. Account Terms

2.1. To use Our Services, you must provide your legal name (first name and surname), a valid email address, the name of your company or organization, and any other information necessary in order to complete the signup process (“Registration Information”). You will be asked to create a username and password (your “Login”)

2.2. Your Login may only be used by one person – a single Login shared by more than one individual is not permitted. If you have a Subscription Agreement with us, you may create separate Logins for as many people as the plan that you have subscribed to allows.

2.3. You are responsible for maintaining the security of your Login. ASI cannot and will not be liable for any loss or damage resulting from your failure to comply with this security obligation.

2.4. You are responsible for all Your Material posted using Our Services and all activity that occurs in connection with your account (even when Your Material, or elements of it, are posted or shared by others who have accounts under your account).

2.5. One person or legal entity may not maintain more than one free account.

2.6. You may not use Our Services for any illegal purpose, or a purpose not authorized under our Terms, Acceptable Use Policy or Privacy Policy. You must not, in the use of Our Services, violate any laws in your jurisdiction (including but not limited to copyright or trade mark laws).

2.7. You must be 16 years of age or older to use Our Services.

2.8. You must be a natural person (i.e. a human). Accounts registered by “bots” or other automated methods are not permitted.

2.9. You may not use Our Services if you work for an organisation which is a direct competitor of ASI, except with ASI’s prior written consent. You may not use or access Our Services to compile data in a manner that is used or usable by a product or service which is competitive with ASI’s Services.

2.10. Whilst you are using the Services during a free trial or demo period (“Free Trial”), the quantity of Your Material stored on our Services may not exceed 10GB of data.

3. Payment, Refunds, Upgrading and Downgrading

3.1. You are not required to provide a credit card number to open an account for Our Services.

3.2. Once your Free Trial has ended you will be notified of payment options should you wish to continue to use the Services, and these will be in the form of a Subscription Agreement.

3.3. Any usage of the Services once you enter credit card information will immediately incur a usage charge. Such charges will be specified in your Subscription Agreement.

3.4. Downgrading your Service may cause the loss of Your Material, features, or capacity of your account. ASI does not accept any liability for such loss.

4. Cancellation and Termination

4.1. You are free to stop using our Services at any time and are solely responsible for properly cancelling your account. To cancel your account, you must contact us by email through the Contact Us page on SherlockML.com. We will confirm the cancellation via the email you provide.

4.2. We reserve the right to suspend or terminate your access to the Services immediately if:

4.2.1. you are in breach of these Terms, the terms of the Subscription Agreement and/or the terms of Our Acceptable Use Policy;

4.2.2. you are using the Services in a manner that would cause a real risk of harm or loss to Us or to other users.

4.3. We will delete your account permanently, including any or Your Material which remains on your accounts if:

4.3.1. you do not have a paid account and have not accessed our Services for sixty (60) consecutive days.

4.3.2. After ninety (90) consecutive days since cancelling your paid account, you have not contacted us to discuss renewal of your account.

4.3.3. You have exceeded your Free Trial storage limit (as set out in clause 2.10) for more than ten (10) consecutive days.

4.4. We will provide you with reasonable advance notice (the “Notice Period”) via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export Your Material from our Services. If during the Notice Period you fail to take the steps we ask of you, we will terminate or suspend your access to the Services following the expiration of the Notice Period.

4.5. We will not provide notice before termination where:

4.5.1. you are in serious breach of these Terms, the Terms of the Subscription Agreement or Our Acceptable Use Policy;

4.5.2. doing so would cause us legal liability or compromise Our ability to provide the Services to Our other users; or

4.5.3. we are prohibited from doing so by law.

4.6. ASI, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Services, for any reason at any time. Such termination of the Services will result in the deactivation or deletion of your account and/or your access to your account, and the forfeiture and relinquishment of all Your Material in your account.

4.7. ASI reserves the right to refuse Services to anyone for any reason at any time.

5. Use Terms

5.1. You are responsible at all times for your conduct and Your Materials and you must comply with our Acceptable Use Policy. Files, data, content or messages shared with you in the Services by ASI or Third Parties may be protected by Data Protection laws or the intellectual property rights of third parties. Please do not copy, upload, download or share materials unless you have the legal right to do so.

5.2. We may review your conduct and Your Materials for compliance with these Terms, any Subscription Agreement and Our Acceptable Use Policy and prevailing data protection legislation. We are not responsible for any materials that users upload and share via the Services.

5.3. You may use our Services only as permitted by applicable law, including export control laws and regulations.

6. Modification and Discontinuation of Services

6.1. We may decide to modify or discontinue the Services, temporarily or permanently, in response to unforeseen circumstances beyond ASI's control or to comply with a legal requirement. If we do so, we will, wherever possible, give you reasonable prior notice so that you can export Your Material from our systems. If we discontinue Services in this way before the end of any fixed or minimum term you have paid us for, we will refund the portion of the fees you have pre-paid but for which you have not received Services.

6.2. ASI shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

7. Services "AS IS”

7.1. We strive to provide great Services, but there are certain things that we cannot guarantee. To the fullest extent permitted by law, ASI and its affiliates, suppliers and distributors make no warranties, either expressed or implied, about the Services. The Services are provided “as is”. We also disclaim any warranties of merchantability, fitness for a particular purpose and non-infringement of third party intellectual property to the fullest extent permitted by prevailing legislation.

8. Limitation of Liability

8.1. If we believe that there has been a violation of these Terms or any of our other policies that can simply be remedied by your removal of certain Data or Content or taking other action, we will, in most cases, ask you to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if you do not take appropriate action or we believe there is a credible risk of harm to us, the Services, other authorised users, or any third parties.

8.2. In no event shall we have any liability to you for any direct, indirect, special, incidental, consequential, exemplar or punitive damages, or loss of use, loss of data, business, profits, revenues or other intangible losses however caused, whether in contract, tort or under any other theory of liability, and whether or not we have been advised of the possibility of such loss or damage.

9. Copyright and Materials ownership

9.1. We claim no intellectual property rights over Your Material. Your profile and Your Materials remain yours. However, by setting your pages to be viewed publicly, you agree to allow others to view Your Materials and the material included in your Project(s).

9.2. ASI does not pre-screen Your Materials or your Projects, but ASI does have the right (but not the obligation) in its sole discretion to refuse or to remove any Materials that are made available via the Services.

9.3. All copyright and rights of a similar nature in the Services are the exclusive property of ASI. All rights are reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts, or the trade mark SherlockML without prior express written permission from ASI.

10. Proprietary Rights

10.1. SherlockML is protected by UK copyright law and other intellectual property laws and by international treaties. ASI owns the copyright, and other intellectual property rights relating to the Services, whether those rights are registered or not, and wherever in the world those rights may exist.

10.2. All of the written correspondence and other documentation provided to you as part of the Services is and remains the copyright of ASI.

10.3. Under no circumstances should any part of the Services or materials be reproduced, copied, re-sold, edited, published, transmitted or uploaded or passed on for free use by you in any way without ASI’s written permission.

10.4. Except as expressly stated in these Terms, ASI does not grant any express or implied right to you under any of its trade marks, copyrights or other proprietary information.

10.5. Except as provided in Clause 10 and to the extent necessary for ASI to provide its Services to you, ASI acknowledges and agrees that it obtains no right, title or interest from you under these Terms in or to any of the Materials that you create, submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Material. Unless you have agreed otherwise in writing with ASI, you agree that you are responsible for protecting and enforcing those rights and that ASI has no obligation to do so on your behalf.

10.6. ASI claims no ownership or control over any of Your Material. You retain copyright and any other rights you already hold in Your Material, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying Your Materials or the Material included in your Project(s) on or through the Services you give ASI a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, perform, display and distribute such Material for the sole purpose of enabling ASI to provide you with the Services consistent with your privacy settings and in keeping with our security procedures.

10.7. By adding a Collaborator to your Project(s), you hereby grant to that user a non-exclusive, royalty-free, non-transferable license (with no right to sub-license) to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyse Your Material as permitted by the relevant Services functionality or features for the sole purpose of collaborating on SherlockML.

10.8. ASI maintains the security of its Services in keeping with industry best practice and takes all reasonable and generally accepted precautions against security breach. You can find a full statement of our security policies in the policy section of our web site. ASI will contact you at the email address provided in your Registration Information within the time required by UK law if it suspects a security breach which affects your personal information or Your Material.

10.9. You may choose to, or We may invite you to, submit comments or ideas about the Services, including without limitation about how to improve the Services or Our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place ASI under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

11. Data Protection

11.1. For the purposes of this clause (11) the term “Personal Data” means any information relating to an identified or identifiable natural person (who is referred to below as a “Data Subject”). The term “Processor” means a natural or legal person that Processes Personal Data on behalf of the Controller. “Processes” or “Processing” means any operation or set of operations performed on Personal Data or on sets of Personal Data by automated means (for the purposes of the agreement) and the “Controller” means the natural or legal person that determines the purposes and means of the Processing of Personal Data and the entity that is responsible for complying with data protection laws including the GDPR. References to the “GDPR” are to the General Data Protection Regulations (EU) 2016/679.

11.2. Through the use of our Services you will provide ASI with Personal Data about yourself as a user of our Services. We will only use such Personal Data in line with our Privacy Policy.

11.3. If you create logins under your account you are the Controller of the Personal Data relating to those Data Subjects, and ASI is the Processor. You confirm that you have the consent of those Data Subjects to transfer their Personal Data to ASI for Processing. You can see how we Process this Personal Data, and how to instruct us to modify or delete it, in our Privacy Policy.

11.4. When you add Your Material to our Services or you accept Material from Collaborators, you will be the Controller and ASI will be a Processor of such Material. By uploading Your Material or accepting Material from Collaborators to form part of your Projects you confirm that:

11.4.1. all Material has been obtained in compliance with the GDPR;

11.4.2. You have the necessary consents of all the Data Subjects to use Our Services for the Processing of such Material as specified by the GDPR;

11.4.3. That you are aware of how we Process the Material as specified in our Privacy Policy;

11.4.4. That as the Controller you are ultimately responsible for compliance with the GDPR in relation to all Personal Data connected with your Projects

11.5. Any data we collect through your use of our Services that does not identify you as an individual and is anonymous, (‘Non-Personal Data”) is also summarized in our Privacy Policy.

12. Indemnity

12.1. You shall defend, indemnify and hold ASI harmless against any and all claims, demands, suits or proceedings made or brought against ASI by a third party alleging that Your Materials or Materials forming part of your Project(s), or your use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, or is in breach of the GDPR and/or the rights of a Data Subject and you shall indemnify ASI for any and all costs incurred and/or damages finally awarded against ASI including but not limited to reasonable attorney’s fees, penalties or fines imposed or incurred by, ASI in connection with any such claim, demand, suit or proceeding; provided, that ASI:

12.1.1. promptly gives you written notice of the claim, demand, suit or proceeding;

12.1.2. gives you, where appropriate, sole control of the defence and settlement of the claim, demand, suit or proceeding, provided that you may not settle any claim, demand, suit or proceeding or agree to any fine or penalty unless you notify ASI of the terms of the proposed settlement at least 7 days in advance of its acceptance and the settlement unconditionally releases ASI of all liability; and

12.1.3. provides to you all reasonable assistance in connection with the resolution of such claim, demand, suit or proceeding at your expense.

13. Waiver, Severability & Assignment

13.1. Neither you nor ASI will, without the prior written consent of the other party, assign, mortgage, charge or deal in any other manner seek to transfer or encumber these Terms or seek to encumber or dispose of any of its rights and obligations under these Terms, or purport to do any of the same.

14. Entire Agreement

14.1. These Terms together with any Subscription Agreement, the Privacy Policy and Acceptable Use Policy constitute the entire agreement between you and ASI with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third-party beneficiary rights and no rights granted under it may be enforced by any third party.

14.2. It is agreed that ASI shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or in any document(s) referred to in it. You agree that Our only liability in respect of those representations and warranties set out in these Terms (whether made innocently or negligently) shall be for breach of contract.

15. Resolving Disputes

15.1. Let's Try To Sort Things Out First. We want to address your concerns without the need for formal legal proceedings. Before filing a claim against ASI, you agree to try to resolve the dispute informally first by contacting hello@sherlockml.com. We will try to resolve the dispute informally by contacting you via email or by other communication means you have specified. If a dispute is not resolved within 15 days of submission, you or ASI may initiate formal proceedings.

16. Governing Law and Jurisdiction

16.1. These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

17. Modification to these Terms

17.1. We may revise these Terms from time to time to better reflect:

17.1.1. changes to the law; or

17.1.2. new regulatory requirements; or

17.1.3. improvements or enhancements made to our Services.

17.2. If an update affects your use of the Services or your legal rights as a user of our Services, we will notify you prior to the update's effective date by sending an email to the email address associated with your account or via an in-product notification. These updated Terms will be effective not less than 7 days from the date the notification was sent to you.

17.3. If you do not agree to the updates we propose to make, please cancel your account before they become effective. Where applicable, we will offer you a pro rata refund based on the amount you have pre-paid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you signify your agreement to be bound by the revised Terms.

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