Terms of Service
Last Updated: October 1, 2024
These Terms of Service ("Terms") govern your access to and use of the B2B AI Document Validation System (the "Service") provided by Skellig Labs ("Company," "we," "us," or "our"), a company registered in Ireland. These Terms constitute a legally binding agreement between the Company and the client entity ("Client," "you," "your") that registered for the Service.
BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. 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 TO THESE TERMS.
1. Definitions
- "Service" refers to our proprietary B2B AI Document Validation platform, including our web application, APIs, and related technologies.
- "Client" or "Organization" refers to the business entity that has registered for an account to use the Service.
- "User" refers to an individual employee or contractor of the Client who is authorized by the Client to use the Service under its account.
- "Client Content" refers to all documents, data, text, and other materials that the Client or its Users upload, submit, or otherwise transmit to or through the Service.
- "Validation Results" refers to the output generated by the Service after processing Client Content, which may include a status (e.g., 'Approved', 'Rejected') and a detailed analysis.
2. The Service
Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service for your internal business purposes during the Subscription Term.
3. Account Registration and Responsibilities
3.1. Account Creation
The Client must provide accurate, current, and complete information during the registration process.
3.2. User Management
The Client is solely responsible for managing its Users, including inviting, assigning roles, and revoking access.
3.3. Client Responsibilities
The Client is responsible for:
- The accuracy, quality, and legality of all Client Content.
- Ensuring its Users comply with these Terms and the Acceptable Use Policy.
- Maintaining the confidentiality of all User credentials.
- All activities that occur under its account. The Client agrees to notify us immediately of any unauthorized use of its account.
4. Fees and Payment
4.1. Subscription Fees
The Client agrees to pay all fees associated with its chosen subscription plan. Fees are billed in advance on a recurring basis (e.g., monthly or annually) as specified in the subscription plan.
4.2. Payment
All payments are due as specified at the time of purchase and are non-refundable except as expressly stated in these Terms.
4.3. Taxes
All fees are exclusive of applicable taxes, levies, or duties (such as VAT), which the Client is responsible for paying.
5. Intellectual Property Rights
5.1. Our Service
We and our licensors own all right, title, and interest in and to the Service, including the underlying software, platform, AI models, know-how, and any aggregated, anonymized data derived from the use of the Service. No rights are granted to you hereunder other than as expressly set forth herein.
5.2. Your Content
The Client retains all right, title, and interest in and to the Client Content. You are the owner of your data.
5.3. Our License to Your Content
You grant Skellig Labs a worldwide, non-exclusive, royalty-free, limited-term license to host, process, transmit, and display Client Content solely as necessary for us to provide, maintain, and improve the Service in accordance with this Agreement. This license includes sharing Client Content with our essential Sub-processors as described in our Privacy Policy.
5.4. License to Validation Results
We hereby grant the Client a perpetual, worldwide, non-exclusive, royalty-free license to use, copy, and distribute the Validation Results for its internal business operations.
6. Acceptable Use Policy
You and your Users agree not to use the Service to upload, store, or process any Client Content that:
- Is unlawful, harassing, libelous, or invasive of another's privacy.
- Infringes upon the intellectual property rights of any third party.
- Contains software viruses, malware, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware.
- Violates any applicable local, state, national, or international law or regulation.
7. Data Processing and Privacy
7.1. Privacy Policy
Our collection and use of personal data in connection with the Service are described in our Privacy Policy, which is incorporated by reference into these Terms.
7.2. Data Processing Agreement (DPA)
As an Irish company, we are subject to GDPR. For all Clients processing personal data of individuals in the EEA or UK, our DPA is available upon request and is hereby incorporated into these Terms. The DPA outlines our obligations as a Data Processor and the Client's obligations as a Data Controller.
8. Term and Termination
8.1. Term
These Terms will remain in effect for the duration of your subscription ("Subscription Term").
8.2. Termination for Cause
Either party may terminate this Agreement for cause if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice.
8.3. Effect of Termination
Upon termination or expiration of your subscription:
- Your right to access and use the Service will immediately cease.
- All outstanding fees owed to us become immediately due and payable.
- Data Deletion: As detailed in our Privacy Policy, we will retain Client Content for a grace period of thirty (30) days following termination. After this period, we will permanently delete all Client Content from our systems. It is the Client's responsibility to export its data before the end of this period.
9. Disclaimers and Limitation of Liability
DISCLAIMER OF WARRANTIES
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
AI SERVICE DISCLAIMER
THE AI-POWERED VALIDATION IS AN AUTOMATED TOOL DESIGNED TO ASSIST THE CLIENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE VALIDATION RESULTS. THE SERVICE IS NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE OR HUMAN JUDGMENT. THE CLIENT IS SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING THE VALIDATION RESULTS BEFORE TAKING ANY ACTION BASED ON THEM.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SKELLIG LABS, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA, ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE. OUR TOTAL AGGREGATE LIABILITY IN ANY MATTER ARISING OUT OF OR RELATED TO THESE TERMS IS LIMITED TO THE AMOUNT OF FEES PAID BY THE CLIENT TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
10. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of Ireland. You agree that any legal action or proceeding arising out of or related to these Terms shall be brought exclusively in the courts of Dublin, Ireland.
11. General Provisions
11.1. Entire Agreement
These Terms, together with the Privacy Policy and any applicable DPA, constitute the entire agreement between you and Skellig Labs regarding the Service.
11.2. Modifications
We reserve the right to modify these Terms at any time. We will provide notice of material changes, for example, by email or through the Service. Your continued use of the Service after the effective date of such changes constitutes your acceptance of the new Terms.
11.3. Contact Information
For any questions about these Terms, please contact us at legal@skelliglabs.com.