Terms of Service

1. Term

This Agreement shall commence when the User signs up for the Service and shall continue until the User terminates their account, or until the account is otherwise terminated in accordance with clause 11.

2. Use of the Service

2.1 License Grant

Subject to the User signing up to the Service, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, EmailAI hereby grants to the User a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use the Service and the Documentation during the Term.

2.2 Prohibited Content

The User shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Service that:

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

EmailAI reserves the right, without liability or prejudice to its other rights, to disable the User's access to any material that breaches the provisions of this clause.

2.3 Restrictions

The User shall not:

• attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation in any form or media or by any means;
• attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
• access all or any part of the Service and Documentation in order to build a product or service which competes with the Service;
• use the Service and/or Documentation to provide services to third parties;
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Documentation available to any third party;
• attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation, other than as provided under this clause 2;
• introduce or permit the introduction of any virus or vulnerability into EmailAI's network and information systems.

The User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify EmailAI.

3. Service

EmailAI shall, during the Term, provide the Service and make available the Documentation to the User on and subject to the terms of this Agreement.

EmailAI shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for planned maintenance and unscheduled maintenance performed outside of normal business hours.

EmailAI will, as part of the Service, provide the User with standard support services during normal business hours.

4. Data Protection

Both parties must comply with the applicable Data Protection Laws (including the General Data Protection Regulation (EU) 2016/679 and Lithuanian data protection legislation) in connection with this Agreement.

The User consents to EmailAI storing and accessing information in the terminal equipment used by the User to access the Service for the purpose of gathering information relating to the provision, use and performance of the Service (Usage Data).

During and after the Agreement, EmailAI may:

• use Usage Data to improve the Service and for development, diagnostic and correction purposes;
• use Usage Data in connection with its business of providing the Service, including to train machine learning algorithms on an aggregated and anonymised basis; and
• disclose Usage Data to others, solely in aggregated, anonymised form and to the extent reasonably necessary for proper performance of EmailAI's business.

5. EmailAI's Obligations

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

EmailAI does not warrant that:

• the User's use of the Service will be uninterrupted or error-free;
• the Service, Documentation and/or the information obtained by the User through the Service will meet the User's requirements; or
• the Software or the Service will be free from vulnerabilities or viruses.

EmailAI is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6. User's Obligations

The User:

• shall provide EmailAI with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by EmailAI in order to provide the Service;
• hereby consents to EmailAI providing such User Data and User Content as may be recorded or transmitted using the Service, gathered from User's communications with EmailAI, or otherwise collected or processed by EmailAI during the provision of the Service, with the Language Model Provider or otherwise, in order to perform the Service;
• shall comply with all applicable laws and regulations with respect to its activities under this Agreement;
• shall use the Service and the Documentation in accordance with the terms and conditions of this Agreement;
• has obtained and shall maintain all necessary licences, consents, and permissions necessary for EmailAI, its contractors and agents (including the Language Model Provider) to perform their obligations under this Agreement;
• is solely responsible for procuring, maintaining and securing its network connections and telecommunications links, and all loss or damage arising from the User's network connections or caused by the internet.

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

6.1 Language Model Providers

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

7. Charges and Payment

The User shall pay any Subscription Fees to EmailAI for the User Packages as set out on the Subscription Page. The User shall provide valid, up-to-date and complete payment details and hereby authorises EmailAI to bill for the Subscription Fees payable.

EmailAI shall be entitled to alter the Subscription Fees at any point in time, upon written notice to the User. The User may terminate any User Package in accordance with the relevant termination provisions set out on the Subscription Page.

8. Proprietary Rights

The User acknowledges and agrees that EmailAI and/or its licensors own all intellectual property rights in the Service and the Documentation. Except as expressly stated herein, this Agreement does not grant the User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Service or the Documentation.

9. Confidentiality

Each party shall keep the other party's confidential information secret and confidential and shall not use such confidential information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement, nor disclose such confidential information in whole or in part to any third party, except as expressly permitted by this Agreement.

On termination of this Agreement, each party shall destroy or return to the other party all documents and materials containing, reflecting, incorporating or based on the other party's confidential information and erase all of the other party's confidential information from computer and communications systems and devices used by it.

The confidentiality obligations set out in this clause shall survive for a period of five years from termination of this Agreement.

10. Limitation of Liability

Except as expressly and specifically provided in this Agreement:

• the User remains solely responsible for any opinions, recommendations, or other conclusions made or actions taken by the User based on the results obtained from the provision of the Service. The User is also solely responsible for ensuring all User Content provided to EmailAI is complete, accurate and up-to-date;
• given the probabilistic nature of machine learning, use of the Service may in some situations result in incorrect output that does not accurately reflect real people, places, or facts. The User should evaluate the accuracy of any output as appropriate for their use case, including by using human review of the output;
• THE SERVICE IS PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, EMAILAI MAKES NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICE AND DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT.

EmailAI shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or for any special, indirect, incidental, exemplary or consequential loss however arising under this Agreement.

EmailAI's total aggregate liability arising in connection with this Agreement shall be limited to the greater of €1,000 or the Subscription Fees that the User has paid in the preceding 6 months.

The limitations in this section apply only to the maximum extent permitted by applicable law.

11. Termination

This Agreement shall terminate if:

• EmailAI provides the User with 30 days notice to terminate the User's account;
• EmailAI's access to the Language Model Provider ceases for any reason, in which case this Agreement shall terminate with immediate effect;
• the User breaches the terms of this Agreement in any way, in which case this Agreement shall terminate with immediate effect;
• the User notifies EmailAI by email that they have withdrawn their consent to the use of the Service, in which case this Agreement shall terminate with immediate effect; or
• otherwise terminated in accordance with the provisions of this Agreement.

On termination of this Agreement for any reason:

• all licences granted under this Agreement shall immediately terminate and the User shall immediately cease all use of the Service;
• EmailAI may destroy or otherwise dispose of any of the User Data in its possession unless EmailAI receives, no later than ten days after the effective date of the termination, a written request for the delivery of the most recent back-up of the User Data;
• any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected or prejudiced.

12. Force Majeure

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

13. General Provisions

13.1 Variation

No variation of this Agreement shall be effective unless it is in writing and published by EmailAI. EmailAI reserves the right to modify these terms at any time. Continued use of the Service after changes constitutes acceptance of the modified terms.

13.2 Severability

If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

13.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

13.4 Assignment

The User shall not, without the prior written consent of EmailAI, assign, transfer or deal in any other manner with any of its rights and obligations under this Agreement. EmailAI may at any time assign or deal with any or all of its rights and obligations under this Agreement.

13.5 No Partnership or Agency

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

14. Governing Law and Jurisdiction

This Agreement 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 interpreted in accordance with the law of the Republic of Lithuania.

Each party irrevocably agrees that the courts of the Republic of Lithuania shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

15. Data Processing Agreement

To the extent that EmailAI processes Personal Data on the User's behalf in the course of providing the Service, the User is the Data Controller and EmailAI is the Data Processor. Each party shall comply with all applicable Data Protection Laws relating to its Processing of the Personal Data under this Agreement.

Where Personal Data is processed by EmailAI as Data Processor, EmailAI shall only Process Personal Data as required to provide the Service under this Agreement, or as required to comply with applicable law. EmailAI shall implement appropriate technical and organisational measures to ensure the protection of Personal Data.

Upon becoming aware of a Personal Data Breach, EmailAI shall notify the User without undue delay and provide details of the breach. At the User's written request, EmailAI shall either delete or return the Personal Data within a reasonable time after the end of the provision of the Service.

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