Lightfern

LIGHTFERN: Pre-Release Terms

Welcome to the Pre-Release Terms for Lightfern's browser extension for Google Chrome providing certain AI-enabled email composition and productivity tooling (together, the "Tool") provided and operated by LIGHTFERN LTD ("Lightfern", "We", "Us", or "Our"). These Pre-Release Terms (these "Terms") govern your access to and use of a pre-release or 'alpha' version of the Tool for your testing and evaluation purposes.

Important notes:

  • Please read these Terms carefully. Please review these Terms carefully and make sure that you understand them before using the Tool.

  • Legally binding. These Terms are a legally binding agreement between you and Lightfern. By creating an Account or otherwise using the Tool, you acknowledge that you have read and understood, and agree to be bound by these Terms.

  • Pre-Release. You acknowledge that you are receiving a pre-release version of the Tool and that we have not yet completed all necessary or planned testing of the Tool. We are still building and iterating –

    • You accept that We may change, modify, add, or delete the Tool or any features or functionalities thereof at any time.
    • We make no guarantees that the Tool or any specific features or functionalities thereof will be made into a commercially available version

  • Disclaimer. We provide the Tool "as is". To the fullest extent permitted by law, We disclaim all implied terms, conditions, representations and warranties (including any in respect of quality, accuracy, ability to achieve a particular result, title, non-infringement, merchantability, fitness for a particular purpose or that might otherwise arise because of our dealing or usage of trade).

  • Testing only. You can only access the Tool under these Terms to evaluate and test the Tool and for no other purpose whatsoever.

1. ACCOUNTS AND CONTENT

1.1 Account. In order to access the Tool, you must create an account by registering with an email and password or by signing in with one of the supported identity providers ("Account"). You will also need to link your email account(s) (e.g. for Gmail, Outlook) using the functionality provided via the Tool for that purpose ("Connected Application"). You shall at all times be responsible and liable for any activities that occur on or via your Account. You shall immediately notify Us if any unauthorized use of your Account has occurred or of any other breach of security. In no event shall We be liable for any unauthorized activities with your Account. By using the Tool, you represent and warrant, and further undertake, that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Tool does not violate any applicable law or regulation or these Terms; and (d) you will not allow any third party to access your Account and you will otherwise maintain the confidentiality of your Account and Account credentials.

1.2 Content. You are entirely responsible for all emails, text, images, audio, video, data, or any other information ("Content") that you upload, post transmit or otherwise make available to the Tool ("Your Content"), including Your Content that you make available via or by linking Connected Application. You hereby grant Lightfern a non-exclusive, irrevocable, worldwide, royalty-free right licence to use Your Content to make available the Tool to you as described these Terms and, in a manner that only produces aggregate, deidentified or anonymized results that do not identify you or reproduce Your Content, to improve, develop and enhance the Tool.

1.3 Connected Application. By connecting any Connected Application to the Tool, you (a) represent and warrant that you are entitled to link or otherwise connect the Connected Application to the Tool; and (b) instruct Lightfern to access and/or share any Content with the relevant provider(s) of such Connected Applications as necessary to perform and enjoy these Terms.

1.4 Third Party AI Tools. Certain elements of the Tool may incorporate functionalities powered by certain third party AI tools, systems, applications and/or platforms (including certain machine learning and/or artificial intelligence systems, platforms, (large language) models, algorithms, etc.) ("Third Party AI Tools"). You acknowledge and agree that by using the Tool, You instruct Us to share Your Content with the relevant providers of such Third Party AI Tools to the extent necessary to facilitate such functionalities.

1.5 NO LIABILITY. You acknowledge that such Third Party AI Tools and any Connected Applications are not under Lightfern's control and Lightfern is not responsible for those Third Party AI Tools nor Connected Applications, and Lightfern will have no liability for any unavailability or failure of any Third Party Service or Connected Application, or any third party provider's decision to discontinue, suspend or terminate any Third Party Service or Connected Application. To the fullest extent permitted by law, Lightfern expressly disclaims any and all express or implied conditions, warranties, representations, undertakings, or other terms of any nature relating to Third Party AI Tools or Connected Applications.

2. USE AND LIMITATIONS

2.1 Grant. Subject to the terms and conditions set out in these Terms, We grant you a personal, non-exclusive, non-transferable, non-sublicensable, revocable right to download, install in your Chrome browser, and use the Tool to test and evaluate internally the features and functions of the Tool, without charge for the duration of these Terms, as set out in any materials prepared or published by or on behalf of Lightfern that describe the Tool and its use, operation, features, functionality, capabilities and maintenance from time to time ("Documentation"). Any "open source" or "free software" components owned by third parties that are comprised in the Tool are licensed under the terms of the end-user licence that accompanies such components.

2.2 Limitations. Except as otherwise expressly provided for in these Terms, you shall not, and shall not permit or suffer others to: (a) access the Tool and/or any Documentation for any purpose other for evaluation and testing purposes in accordance with these Terms and any Documentation; (b) modify, copy, load, merge, adapt, translate, or create derivative works of, or decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code form or structure of, any element of the Tool and/or any Documentation, except as expressly permitted by applicable law; (c) assign, share, timeshare, sell, rent, lease, sublicense, distribute, grant a security interest in, or otherwise transfer any Tool and/or any Documentation; (d) circumvent, disable, or interfere with security-related, authentication-related, copy-protection or rate-limiting features of the Tool; (e) remove, alter, or obscure any proprietary notices or labels on the Tool and/or any Documentation; or (f) (re)create, access, inspect or derive any underlying models (including architectures, weights, (hyper)parameters, coefficients, embeddings, calibrations and algorithms (whether or not, instantiated in software code)), and/or data used to train or create those models, which are part of the Tool (including as part of any so-called 'model extraction', 'model inference' or 'model inversion' techniques or similar).

3. FEEDBACK AND USAGE DATA

3.1 Feedback. On an ongoing basis during and after the period of your use of the Tool, you may provide Us with feedback relating to the Tool or any other element of Our Property, including any related flaws, error, bugs, anomalies, problems with and/or suggestions, desired features or improvements and their ongoing development ("Feedback"). To the extent any rights arise in or from that Feedback, you hereby assign such rights to Us, and We may freely use and exploit such Feedback (without any requirement of compensation). We have no obligation to implement or engage with any Feedback.

3.2 Usage Data. You acknowledge that Lightfern may collect and use general usage information about use of the Tool, to be compiled into an aggregated or de-identified form, that may be used: (a) to enhance, develop or improve the Tool or any other part of Our Property (as defined below); (b) to create benchmarking, analytics or technical data relating to the performance or operation thereof or otherwise for analytics and benchmarking purposes; and/or (c) to generate and disclose statistics regarding use of the Tool, provided, however, that no statistics that are specific to you and your usage will be disclosed to third parties.

4. OWNERSHIP

4.1 Lightfern Ownership. As between the Parties, We retain sole ownership of all right, title and interest in and to the Tool, together with any and all associated technology and software owned or used by Us, any associated processes, materials, tools, and business methods relating thereto, including, in each case any and all (a) updates, improvements or modifications thereto; (b) documentation relating thereto (including the Documentation); (c) any benchmarking, analytics or technical data relating to the performance or operation thereof; and (d) any and all Intellectual Property Rights in or to any of the foregoing (collectively, the "Our Property"). We reserve all rights in and to Our Property not expressly granted in these Terms.

4.2 Reservation of Rights. Your only right with respect to Our Property your limited right to access the Tool as provided in Section 2.1 subject to and in accordance with these Terms.

4.3 Your Content. Subject to Our retention of rights in and to Our Property (as set out above in Section 4.1), as between the Parties you retain sole ownership of all Intellectual Property Rights in and to all Your Content.

5. CONFIDENTIALITY

Our Property and any information shared related to the Tool are Our confidential information and proprietary to Us. You may use Our confidential information only for the purposes described in these Terms, and you agree to protect and keep Our confidential information confidential. You may not disclose Our confidential information to any third parties.

6. TERM AND TERMINATION

6.1 Termination for Convenience. Each party may terminate these Terms for convenience upon five (5) days' prior written notice.

6.2 Other Causes of Termination. These Terms shall terminate automatically on the earlier of: (a) the first date of a paid-for or commercial release of the Tool; or (b) the termination or closing of your Account for any reason.

6.3 Effects of Termination or Expiry. Upon expiry or termination of these Terms: (a) any and all licences, permissions and authorisations granted to you by Us under these Terms will terminate automatically; (b) you shall promptly return Our confidential information, together with all copies, or certify in writing that all such confidential information and copies thereof have been destroyed; and (c) any provision of these Terms that either expressly or by implication is intended to come into or continue in force on or after expiry or termination of these Terms shall remain in full force and effect. Without limitation, Sections 4 (Ownership), 5 (Confidentiality), 6.3 (Effects of Termination or Expiry), 7 (Limitation of Liability) and the pre-amble to these Terms (including the disclaimer set out therein) shall survive any termination or expiry of these Terms.

7. LIMITATION OF LIABILITY

7.1 Unexcluded Losses. Nothing in these Terms limits or excludes the liability of either you or Us for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other act, omission, or liability which may not be limited or excluded by applicable law.

7.2 Exclusions. Subject only to Section 7.1, We shall not in any circumstances be liable, whether in contract, tort (including for negligence), breach of statutory duty (howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for any (a) loss, damage or liability (in each case whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill, anticipated savings or wasted expenditure (including management time); or (b) special, indirect or consequential loss or damage whatsoever, in each case (i) and (ii) however arising under or in connection with these Terms and even if We were aware of the possibility that such loss or damage might be incurred.

7.3 Liability Cap. Subject to Section 7.1 and 7.2, Our total aggregate liability, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution (or otherwise), arising in connection with the performance or contemplated performance of these Terms shall under no circumstances exceed one hundred pounds sterling (£100).

8. GENERAL

8.1 Entire Agreement. These Terms constitute the entire agreement and understanding between the Parties relating to the matters contemplated by these Terms and supersedes all previous agreements (if any and whether in writing or not) between the Parties in relation to such matters. The Parties acknowledge and agree that, except as otherwise expressly provided for in these Terms, they are not entering into these Terms on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a party to these Terms or not) in relation to the subject matter of these Terms.

8.2 No Partnership. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any either party to these Terms the agent of the other, or authorise either party to these Terms to make or enter into any commitments for or on behalf of the other.

8.3 No Third Party Rights. A person who is not a party to these Terms shall not be entitled to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

8.4 Assignment. You may not assign or transfer any of your rights and obligations under these Terms without Our prior written consent.

8.5 No variation. No variation of these Terms shall be effective unless it is agreed between you and Us in signed writing.

8.6 Law and Jurisdiction. These Terms and all matters arising from it (including, without limitation, any dispute relating to the existence, validity or termination of these Terms or any contractual or non-contractual obligation) shall be governed by, and construed in accordance with the laws of England and Wales. In relation to any legal action or proceedings to enforce these Terms or arising out of or in connection with these Terms (including, without limitation, any dispute relating to the existence, validity or termination of these Terms or any contractual or non-contractual obligation) (for the purposes of this Section 8.6, "Proceedings") each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inappropriate forum provided that a judgment or order of any court may be enforced in any court of competent jurisdiction.