Terms of service
End User Licence Agreement for Sabinet LegalAI
PLEASE READ CAREFULLY BEFORE ACCESSING ANY SOFTWARE:
This licence agreement (Licence) is a legal agreement between the legal entity (being a Licensor member) that accesses the Software (Licensee or you) and <> (Licensor, us or we) for:
· The “Sabinet LegalAI” computer software (Software);
· The primary source materials including materials hosted within the Sabinet Discover and other Sabinet owned materials which the Software accesses in order to generate Output (Sabinet Materials). Visit our website for Terms and Conditions;
· any hosting and support services supplied by us in connection with the Software (Services); and
· Any printed materials and online or electronic documents supplied by us in connection with your use of the Software (Documents).
We license you to use of the Software, Sabinet Materials, Services and Documents and to receive the Output on the basis of this Licence. We do not sell the Software, Sabinet Materials, Services or Documents to you. We, or our licensors, remain the owners of the Software, Sabinet Materials, Services and Documents at all times.
DISCLAIMER: Except as expressly and specifically provided in this Licence:
(1) The Software is a research tool, and the Output does not constitute advice.
(2) The Output is AI-generated, and it may contain errors and misstatements or may be incomplete.
(3) you assume sole responsibility for results obtained from your use of the Software and the Outputs, and for any conclusions drawn by you from such use. We shall have no liability for any damage caused by errors or omissions in the Input, the Output or any actions taken by us at your direction.
(4) the Software, Services, Documents and Output are provided “as is” and with no further warranty.
IMPORTANT NOTICE TO ALL USERS:
BY USING THIS SERVICE YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 9.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST NOT USE THIS SERVICE AND YOU MAY NOT DOWNLOAD OR STREAM OR ACCESS THIS SOFTWARE OR DOCUMENTS.
You should print a copy of this Licence for future reference.
1 GRANT AND SCOPE OF LICENCE
1.1 The following defined terms are used in this Licence:
1.1.1 “Sabinet Discover” means a website containing digital versions of Sabinet publications made available at www.Sabinetlibrary.com or such other website address as may be notified to you from time to time.
1.1.2 “Content” means Input and/or Output.
1.1.3 “Feedback” means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided to us by you relating to our offerings (including the software). Feedback excludes Licensee Data and Content.
1.1.4 Good Industry Practice means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector;
1.1.5 Input means any query provided by a user to the Software including all information included within any such query by the user;
1.1.6 Licensee Data means any data or documents inputted by or on behalf of you, for the purpose of using or facilitating your use of the Software;
1.1.7 Output means the output provided by the Software to a user in response to such user’s Input;
1.1.8 Viruses means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, spyware, adware, trojan horses, viruses and other similar things or devices; and
1.1.9 Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.2 In consideration of you agreeing to abide by the terms of this Licence and paying all fees due in connection with your use of the Software, we grant to you a non-exclusive, non-transferable revocable licence, without the right to sublicence, to access and use the Services (and the Software, Sabinet Materials and the Documents in connection with the Services)on the terms of this Licence, solely for your own business purposes including professional development and academic study.
2 LICENSEE OBLIGATIONS
2.1 You shall:
2.1.1 provide us with all necessary co-operation in relation to this agreement and all necessary access to such information as may be required by us;
2.1.2 ensure that your network and systems comply with the relevant specifications provided by the us from time to time;
2.1.3 without affecting your other obligations under this agreement, comply with all applicable laws with respect to your activities under this agreement; and
2.1.4 have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Licensee Data and Input.
2.2 You agree and acknowledge that you assume sole responsibility for results obtained from your use of the Software, Content, Documents, Outputs and the Services, and for any conclusions drawn by you from such use. We shall have no liability for any damage caused by errors or omissions in any Input or any actions taken by us at your direction.
3 LICENSOR OBLIGATIONS
3.1 We shall perform the Services with reasonable skill and care.
3.2 We shall use commercially reasonable endeavours to make the Software, Content, Services and Documents available to you 24 hours a day, except for where maintenance is required to the Services or Software.
3.3 We shall use reasonable endeavours to provide standard support services during normal business hours (9:00 am until 17:00pm) through our support telephone line on 01452 726700 or email address at publications@Sabinet.com in relation to the Services (Support Services). We may amend the Support Services in our sole discretion from time to time.
3.4 You acknowledge that the Software, Content, Services and Documents are provided “as is” with no warranty whatsoever.
3.5 We:
3.5.1 do not warrant that:
3.5.1.1 your use of the Services will be uninterrupted or error free;
3.5.1.2 the Services, Content, Documents and/or the Output obtained by you through the Services will meet your requirements; or
3.5.1.3 the Software or the Services will be free from Vulnerabilities or Viruses;
3.5.2 are 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, and the Customer acknowledges that the Services, Content, and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3.6 Any third party software, services, or other products you use in connection with the Software or Services (for example, your internet browser) are subject to their own terms, and we are not responsible for such third party products.
4 AI DISCLAIMER
4.1 The Licensee acknowledges and agrees that the Services utilise artificial intelligence (AI) technologies, including but not limited to large language models, to process, analyse, and generate content. AI technologies are inherently probabilistic and based on the data they are trained on. While the Licensor endeavours to procure the use of AI technologies that are in line with good industry practice and to update them periodically, the Licensee understand that the AI-generated content and decisions may be unpredictable and carry the risk of error, inaccuracy or inappropriateness.
4.2 The Licensee acknowledges that all Output are to be used as a tool for decision-making and not as a definitive solution. Save for as set out in this agreement, the Licensor does not make any representations, warranties, or guarantees of any kind as to the accuracy, reliability, appropriateness, or completeness of any Output. The Licensor shall not be liable for any actions taken by the Licensee or any third party in reliance on such Output nor for any consequences resulting therefrom.
4.3 This AI Disclaimer is integral to this agreement and shall prevail over any conflicting terms, except to the extent such terms further restrict the Licensor’s liability.
5 RESTRICTIONS
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
5.1.1 not to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Software, Sabinet Materials, Services, or Documents except where such copying is incidental to normal use of the Software in any form or media or by any means. For the avoidance of doubt, this provision does not prevent you from using the Output in accordance with clause 1.2;
5.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software, Sabinet Materials, or Documents;
5.1.3 not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
5.1.4 not to disassemble, decompile, reverse-engineer or otherwise reduce to human perceivable form all or any part of the Software or Services;
5.1.5 not to access all or any part of the Software, Sabinet Materials, Services or Documents to build a product or service which competes with the Software, Sabinet Materials, Services or Documents;
5.1.6 not to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software, Sabinet Materials, Services, or Documents available to any third party;
5.1.7 not to include any personal data or spam, or any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer in the inputs when using the Software and/or Services;
5.1.8 not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us; and
5.1.9 to comply with all applicable technology control or export laws and regulations.
5.2 You shall not to use the Services or Software to:
5.2.1 distribute or transmit to the Licensor any Viruses or Vulnerability and shall implement procedures in line with Good Industry Practice to prevent such distribution or transmission;
5.2.2 gamble or for any purpose related to gambling, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity;
5.2.3 conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity by means of or in relation to the Services, Sabinet Materials or Software unless agreed by both parties;
5.2.4 store, access, publish, disseminate, distribute or transmit any material which:
5.2.4.1 is unlawful, fraudulent, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
5.2.4.1.1 facilitates illegal, fraudulent or harmful activity;
5.2.4.1.2 depicts sexually explicit images;
5.2.4.1.3 promotes unlawful violence;
5.2.4.1.4 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
5.2.4.2 is otherwise illegal or causes damage or injury to any person or property,
and we reserve the right, on no less than thirty (30) days' prior written notice to you, such notice specifying the breach of this condition and requiring it to be remedied within the thirty (30) day period, to disable your access to the Software, Sabinet Materials, Services, and Documents for the duration of time that the breach remains unremedied.
6 DATA PROTECTION
6.1 Definitions:
6.1.1 Applicable Data Protection Laws: the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
6.1.2 UK GDPR: has the meaning given to it in the Data Protection Act 2018.
6.2 For the purposes of this condition 6, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
6.3 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This condition 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
6.4 Notwithstanding condition 6.3, it is the parties’ intention that neither party will act as a processor pursuant to this agreement. Consequently, you undertake not to input any personal data into the data fields of the Software save for any explicit requests for contact information by the Licensor (which is covered in condition 14).
6.5 The Licensee shall defend, indemnify and hold harmless the Licensor against third party claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of its breach of condition 6.4.
7 CONFIDENTIALITY
7.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives after the date of this agreement in connection with the Services, Software and Documents including but not limited to:
7.1.1 the terms of this agreement or any agreement entered into in connection with this agreement;
7.1.2 any information that would be regarded as confidential by a reasonable business person relating to:
7.1.2.1 the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
7.1.2.2 the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);
7.1.3 any information developed by the parties in the course of carrying out this agreement, including:
7.1.3.1 for the Licensor, the Software, the results of any performance tests of the Software, Sabinet Materials, Documents and the Services; and
7.1.3.2 for the Licensee, the Licensee Data.
7.2 Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
7.3 The provisions of this condition shall not apply to any Confidential Information that:
7.3.1 is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this condition);
7.3.2 was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
7.3.3 was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
7.3.4 the parties agree in writing is not confidential or may be disclosed; or
7.3.5 is developed by or for the receiving party independently of the information disclosed by the disclosing party.
7.4 Each party shall keep the other party's Confidential Information secret and confidential and shall not:
7.4.1 use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose); or
7.4.2 disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this condition 7.
7.5 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
7.5.1 it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
7.5.2 at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this condition.
7.6 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.
7.7 On termination or expiry of this agreement, and subject always to clause 7.8, each party shall:
7.7.1 destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information; and
7.7.2 erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable).
7.8 In respect of the Licensee Data and Content, we will, after having given you a reasonable opportunity (not lasting longer than 30 days) to export all applicable Licensee Data and Content from the Software, securely delete any remaining Licensee Data and Content provided that, such obligation will not apply to any copies of such information/data retained pursuant to applicable legal, regulatory, or audit requirements or routine information technology back-up procedures. Any such retained information will remain subject to the confidentiality obligations set forth in this clause.
7.9 Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
8 INTELLECTUAL PROPERTY RIGHTS
8.1 Subject to condition 8.3, you acknowledge that all intellectual property rights in the Software, Sabinet Materials, Services and the Documents anywhere in the world belong to us or our licensors, that rights in the Software, Sabinet Materials, Services and Documents are licensed (not sold) to you, and that you have no rights in, or to, the Software, Sabinet Materials, Services or the Documents other than the right to use them in accordance with the terms of this Licence.
8.2 You acknowledge that you have no right to have access to the Software in source code form.
8.3 As between the parties, you shall own all right, title and interest in and to all of the Licensee Data and Content.
8.4 You hereby license us to use the Licensee Data and Content for:
8.4.1 the proper performance of the Services, including the provision of the Software and the Documents;
8.4.2 the purposes set out in our Privacy Notice as described in condition 14;
8.4.3 our internal use to improve the Software, Sabinet Materials or Services;
8.4.4 to prevent or address service or technical problems with the Software, or as may be required by applicable law; and
8.4.5 all other purposes relevant to the proper exercise of our rights and obligations under this agreement.
8.5 You warrant to us that the Licensee Data or the Content when used by us in accordance with this agreement will not infringe the intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute, or regulation, in any jurisdiction and under any applicable law.
8.6 We warrant to you that your use of the Software and Outputs in accordance with this agreement will not infringe the intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute, or regulation, in any jurisdiction and under any applicable law.
8.7 To the extent that you provide us with any Feedback, we may freely use and incorporate any Feedback into our products and services. We may not utilize Feedback in a way that identifies, or could be used to identify you, Licensee Data, Content, or your Confidential Information.
9 LIMITATION OF LIABILITY
9.1 You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.
9.2 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
9.2.1 loss of profits, sales, business, income, or revenue;
9.2.2 business interruption;
9.2.3 loss of anticipated savings;
9.2.4 wasted expenditure;
9.2.5 loss or corruption of data or information;
9.2.6 loss of business opportunity, contracts, goodwill or reputation;
where any of the losses set out in condition 9.2.1 to condition 9.2.6 are direct or indirect; or
9.3 any special, indirect or consequential loss, damage, charges or expenses.
9.4 We shall not be liable in respect of any losses arising from an Event Outside Our Control.
9.5 Other than the losses set out in condition 9.2 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to £5,000. This maximum cap does not apply to condition 9.6.
9.6 Nothing in this Licence shall limit or exclude our liability for:
9.6.1 death or personal injury resulting from our negligence;
9.6.2 fraud or fraudulent misrepresentation;
9.6.3 any other liability that cannot be excluded or limited by English law.
9.7 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software, Sabinet Materials, Services, and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software, Sabinet Materials, Services and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
10 TERMINATION
10.1 We may terminate this Licence without penalty immediately by written notice to you. If we exercise our termination right in this clause 10.1 and you have paid a licence fee for use of the Software, Sabinet Materials or Services under this agreement, we shall reimburse you pro rata for the unused portion of any licence fee paid.
10.2 On termination for any reason:
10.2.1 all rights granted to you under this Licence shall cease;
10.2.2 you must immediately cease all activities authorised by this Licence; and
10.2.3 subject to clause 1.2,you must immediately and permanently delete or disable interfaces to the Software and Services from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software, Sabinet Materials and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
11 COMMUNICATIONS BETWEEN US
11.1 We may update the terms of this Licence at any time on notice to you in accordance with this condition 11. Your continued use of the Software, Content, Services, and Documents following the deemed receipt and service of the notice under condition 11.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Software, Content, Services, and Document on the deemed receipt and service of the notice.
11.2 If we have to contact you, we will do so by email to the address you provided in accordance with your Sabinet membership.
11.3 Note that any notice:
11.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
11.3.2 given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
11.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
12 WAIVER
12.1 By accepting the terms of this Licence, you hereby confirm that you have no claim or right of action of any kind, arising in any capacity or in any jurisdiction, against us or any third party contributor in connection with any errors in the Software, Content, Services, or Documents. If any such claim or right of action exists or may exist, whether in law or in equity and where or not presently known to any party or to the law, you agree to hereby irrevocably waive such claim and release and forever discharge such third parties from all and any liability in respect of it.
12.2 Notwithstanding condition 12.1, the Licensee shall defend, indemnify and hold harmless the Licensor against claims, actions, proceedings, losses, damages, expenses, and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with claims or actions brought by the Licensee against any third party contributor in connection with any errors in the Software, Content, Services, or Documents, save to the extent such third party contributor has been negligent.
13 EVENTS OUTSIDE OUR CONTROL
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 13.2.
13.2 An Event Outside Our Control means any act or event (or series of acts or events) beyond our reasonable control, including without limitation failure of public or private telecommunications networks, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks, and wars.
13.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
13.3.1 our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
13.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
14 HOW WE MAY USE YOUR PERSONAL INFORMATION
Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software, Content, Services, and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in https://www.Sabinet.com/privacy-policy/ and it is important that you read that information.
15 OTHER IMPORTANT TERMS
15.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
15.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
15.3 This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.
15.4 You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this.
15.5 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.
15.6 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.
15.7 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
15.8 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
15.9 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by South African law. We both irrevocably agree to the exclusive jurisdiction of the courts of South Africa.