Farewill Marketing Assistant Terms

Version number: 1.0

Version date: 01 July 2024

These Farewill Marketing Assistant Terms (“Terms”) are between Farewill Ltd and you (“Partner”) and govern your use of artificial intelligence, machine learning, or similar technologies provided by OpenAI which have been trained, developed and managed by Farewill using existing information, materials and content including but not limited to online content, previous email communications, social media posts, marketing materials, website data, campaign data, blog posts, customer feedback, and promotional content (“Input”) and which shall be made available to you in text format (“Output”) for the purposes of optimising marketing materials in relation to free will service legacy campaigns (“Services”).

We’ll use the words “Farewill”, “we”, “us” and “our” to refer to Farewill Ltd.

When we say “you” and “your” we mean the company or charity that is using the Services.

Input which derives from and is owned by Partner shall be referred to as “Partner Input”. Input which derives from and is owned by Farewill shall be referred to as “Farewill Input”. Input which is not owned by Partner or Farewill shall be referred to as “Third Party Input”.

1. Acceptance of terms

By using the Services, you agree to these Terms and you also understand that the OpenAI Terms of Service govern our use of OpenAI, available here: https://openai.com/policies/business-terms/ (“OpenAI Terms”).

If you do not agree with these Terms or the OpenAI Terms, you should not use the Services.

You confirm you have the proper authority to enter into these Terms on behalf of your organisation.

2. Using the Services

Subject to your compliance with these Terms, you may access and use the Services.

Your use of the Services is subject to you complying with any and all applicable laws as well as any other documentation, guidelines, or policies we make available to you.

You may not use the Services for any illegal, harmful, or abusive activity. For example, you may not: Use the Services in a way that infringes, misappropriates or violates anyone’s rights or for any purpose that is illegal, harmful or unethical Modify, copy, lease, sell or distribute the Services Attempt to or assist anyone to reverse engineer, decompile or discover the source code or underlying components of the Services, including any models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law) Represent that Output was human-generated when it was not Interfere with or disrupt the Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations in the Services

3. Ownership of Inputs and Outputs

All rights, title, and interest in and to the Services, including any updates, enhancements, and new features, belong to us or OpenAI as applicable. You are granted a non-exclusive, non-transferable licence to use the Services in accordance with these Terms.

You are responsible for all Output, Partner Input and Third Party Input which has derived from any materials owned by you or available on your website, including ensuring that it is lawful, accurate and appropriate.

You shall own the Output subject to the following:

A. all Farewill Input, materials owned by Farewill and all patents, designs, trademarks (whether registered or unregistered), copyright and related rights, database rights, know-how and all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognised in future (“Intellectual Property Rights”) therein used to train, develop and manage the OpenAI model are and shall remain the exclusive property of Farewill B. to the extent Output contains any Farewill Input we grant you a royalty free, non-exclusive licence to use the Farewill Input for the sole purpose of optimising marketing materials in relation to free will service legacy campaigns C. you grant us a royalty free, non-exclusive licence to use any OpenAI developed Output for marketing, sales and other related reasons D. any Third Party Input shall remain the possession of the relevant third party

4. Accuracy

We are not responsible for and give no warranties or representations in respect of the quality, accuracy, reliability, effectiveness, safety, legality or security of any Input or Output from the Services. You acknowledge that the Services may generate the same or similar Output for other users and may not be unique to you.

AI is subject to inherent limitations and biases. It is your responsibility to independently review, verify and decide upon all Outputs, and you should not rely upon them without human oversight.

You are ultimately responsible for verifying the accuracy and relevance of any Output received or produced by the Services. The Services are intended to assist you and provide suggestions, but final content approval rests with you.

5. Consent to use content and waiver

By using the Services, you confirm that you understand and agree that we will need to access and use Partner Input in order for the Services to generate appropriate Output relevant to your needs.

By using the Services, you hereby waive any restrictions in any of your terms of service that prohibit or restrict us from mining your text, data, or web scraping your content or services. This waiver allows us to use your information and content to power the Services, ensuring that the resulting Output is tailored marketing content relevant to your needs. You grant to us a royalty free, non-exclusive licence to use Partner Input to provide, maintain, develop, and improve the Services, comply with applicable laws, enforce our terms and policies, ensure the safety of the Services and for any other reason we may reasonably determine.

It is your responsibility to ensure that you have obtained all necessary permissions and consents for your existing information and content to be used by us in providing the Services. This includes, but is not limited to, permissions from third parties if the content includes third-party information or intellectual property. You warrant that anything scraped from your website will not infringe the Intellectual Property Rights of any third party.

6. Price and payment

The Services are included as part of your wills services package for as long as there is an active charity partnership agreement in place between you and us. However, we reserve the right to charge fees at any time upon providing prior written notice. In the event we provide such notice and you do not wish to pay such fees, your access to the Services shall cease.

7. Data protection and privacy

We are committed to protecting your privacy and complying with applicable data protection laws.

Your existing information and content that we will use as Partner Input for the Services may contain information about another person or other people. By using the Services, you confirm that you have their permission to pass on their details, including any sensitive data to us and that they agree to us holding and processing their information and data.

8. Security

We implement appropriate technical and organisational measures to protect the data processed by the Services from unauthorised access, alteration, or destruction.

You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and to the extent permitted by applicable law you agree to accept responsibility for all activities that occur under your account or password. You should take all necessary steps to ensure that your password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be used in an unauthorised manner. In such a case, we reserve the right to immediately withdraw or suspend access and/or alter your password.

9. Disclaimer of warranties and limitation of liability

Except where prohibited by law, the Services are provided "as is" and on an “as available” basis without any representations or warranties, express or implied, as to the operation of the Services, or the information, text and content included in any Output, or the use of any Input, including without limitation, accuracy of the results, availability, suitability, reliability or content of any information provided through the Services.

By using Output from the Services, you accept and acknowledge that any reliance on the Output is at your sole risk. You agree not to rely solely on Output as a substitute for content that has been thoroughly reviewed and refined by humans.

To the maximum extent permitted by law, we shall not be liable for any losses or damages, including, but not limited to, indirect, incidental, special, consequential, or punitive damages, claims that your Intellectual Property Rights have been infringed by a third party’s use of data that has been used as an Input for the Services, claims that your use of the Services has infringed a third party’s Intellectual Property Rights, or any loss of profits or revenues, whether incurred directly or indirectly, arising from your use of the Services, even if we have been advised of the possibility of such damages.

The aggregate liability under these Terms shall not exceed the lower of (I) one hundred pounds sterling (£100); or (II) the fees you may have paid in consideration of using the Services.

10. Indemnity

To the extent permitted by law, you will indemnify and hold harmless us, our affiliates, and our personnel, from and against any costs, losses, liabilities, and expenses (including legal fees) from third party claims arising out of or relating to your use of the Services, Partner Input, Third Party Input, Output or any violation of these Terms.

11. Termination

You are free to stop using the Services at any time.

We reserve the right to terminate or suspend access to the Services at any time, without notice, for conduct that we believe violates these terms or is harmful to us, other users or anyone else.

Additionally, we may terminate access to the Services at any time upon 30 days’ notice, for any reason.

12. Assignment

You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with the Services.

13. Confidentiality

We understand the importance of maintaining the confidentiality of Partner Input and Output. Partner Input and Output received or generated by the Services will be kept confidential and will not be disclosed to other partners, business contacts or third parties. We will ensure that Partner Input is used exclusively to generate Output relevant to your needs and will not be utilised to produce content for other charities or entities.

14. Changes to terms

We may modify these Terms at any time. Any changes will become effective within the time period specified once we notify you. Your continued use of the Services following any changes indicates acceptance of the new Terms.

15. Governing law

These Terms and all disputes and claims arising out of it or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with English law. The Parties agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

16. Contact us

If you need to talk to us about anything to do with the Services, please contact us.

Email us at mailto:[email protected]

Phone us on 020 8050 2686

Send a letter to 1st Floor, 27 Downham Road, N1 5AA, UK