BUILDT AI LIMITED (“Buildt”, “Cosine”, “we”, “us”, “our”) - Terms of Beta Test Licence (Feb.24)
Thank you for your interest in participating in the beta testing of our current Cosine AI Tool Application (the “Application”). Please be aware that the Application and all of its related software and content found on it/accompanying it are still undergoing final testing before official release. The Application is therefore a pre-release version which is expected to contain bugs, defects and errors.
By (and subject to) clicking on “ACCEPT TERMS” during your registration for beta testing, Cosine will provide you with initial access to the Application (on and subject to the terms below) as a business/professional user (not as a consumer) and you are irrevocably agreeing to and accepting these Terms of Beta Test Licence as a binding legal contract made between you and Cosine which governs your licence to use the Application as a licensee. You are also confirming that you have read and understood these Terms of Beta Test Licence and have the legal authority to enter into such binding legal contract with Cosine either on your own behalf or on behalf of the organisation or entity for whom you act as a representative.
DISCLAIMERS –
THE APPLICATION AND ALL OF ITS RELATED SOFTWARE AND CONTENT FOUND ON IT/ACCOMPANYING IT ARE PROVIDED STRICTLY AND SOLELY TO BUSINESS/PROFESSIONAL USERS (NOT CONSUMERS) ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE CURRENT BETA VERSION OF THE APPLICATION LICENSED TO YOU HEREUNDER IS LIKELY TO CONTAIN DEFECTS, BUGS AND ERRORS WHICH MAY CAUSE DATA LOSS OR POTENTIALLY REQUIRE CORRECTIVE OR PROTECTIVE ACTIONS TO BE TAKEN BY YOU AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENCE, FOR WHICH NO FEES HAVE BEEN PAID OR CHARGED AND NOR ARE ANY DUE FROM YOU AS THE LICENSEE, IS TO TEST THE APPLICATION FURTHER, IDENTIFY SUCH DEFECTS, BUGS AND ERRORS AND TO GATHER FEEDBACK AND INFORMATION REGARDING PERFORMANCE OF THE APPLICATION.
THE APPLICATION AND ALL OF ITS RELATED SOFTWARE AND CONTENT FOUND ON IT/ACCOMPANYING IT ARE PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
COSINE DOES NOT WARRANT, UNDERTAKE OR REPRESENT THAT THE APPLICATION, OR ACCESS TO IT, WILL BE UNINTERRUPTED OR ERROR FREE.
YOU MUST ENSURE YOU TAKE YOUR OWN STEPS TO PROTECT ALL IMPORTANT DATA AND USE CAUTION AT ALL TIMES WHEN ENGAGING WITH THE APPLICATION OR ANY OF ITS RELATED SOFTWARE AND CONTENT FOUND ON IT/ACCOMPANYING IT AND YOU MUST NOT RELY IN ANY WAY ON THE CORRECT PERFORMANCE OR FUNCTIONING OF THE APPLICATION FOR ANY PURPOSE OR THE ACCURACY OF ANY CONTENT PROVIDED TO YOU OR TO WHICH YOU HAVE ACCESS IN CONNECTION WITH THE APPLICATION.
YOU MUST NOT INCLUDE ANY PERSONAL DATA (WITHIN THE MEANING OF APPLICABLE DATA PROTECTION LEGISLATION) WHEN SUBMITTING CODE OR ENTERING INTO DISCUSSIONS WITH COSINE, OTHER THAN AS SPECIFICALLY REQUIRED BY COSINE FOR ONBOARDING YOU AS A USER OF THE APPLICATION. COSINE SHALL NOT BE RESPONSIBLE FOR ANY PERSONAL DATA IT MAY INADVERTENTLY COLLECT AS A RESULT OF YOU FAILING TO COMPLY WITH THIS OBLIGATION.
PLEASE NOTE THAT COSINE SHALL NOT AT ANY TIME BE UNDER ANY OBLIGATION TO PROVIDE TECHNICAL OR OTHER SUPPORT TO YOU IN RESPECT OF THE APPLICATION OR ANY RELATED SOFTWARE OR CONTENT AND PROVIDES NO WARRANTY OR ASSURANCE OF ANY KIND THAT ANY SPECIFIC ERRORS, DEFECTS, FAULTS, PROBLEMS OR FAILURES IN ANY ASPECT THEREOF WILL BE REMEDIED, CORRECT OR WORKED AROUND, WHETHER FOR YOUR BENEFIT OR OTHERWISE.
Grant of Licence to you
In consideration of you agreeing to these Terms of Beta Test Licence, Cosine hereby grants to you a limited, personal, non-assignable, non-exclusive, royalty-free licence to use and install one copy of the Application for your own use as a business/professional user (not as a consumer) on one device for the purpose of evaluating and testing the Application. The Application is not being sold to you and the limited licence is subject to the limitations set out herein.
Unless expressly permitted otherwise by Cosine in writing signed by its duly authorised representative, you must not:
copy, modify, alter, amend or create any derivative works of the Application or its related software or documentation – to the extent that you need to reinstall the Application or its related software, please do so from Cosine’s official beta website https://cosine.sh;
reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for either the Application or any other software to which you may be provided access by (or on behalf of) Cosine as a result of or in connection with this licence (except to the extent applicable laws specifically prohibit such restriction);
separate the Application, which is licensed as a single application, into its component parts;
share access to the Application or otherwise share or transfer your licensed rights with any third party, whether by way of a sublicense, simultaneous use of the Application by more than one user or otherwise;
capture and publish any screen shots of the Application’s user interface, user workflow or any other graphical user interface assets online, to the public or a third party;
use the Application or any related software in any way which would or could interfere with or adversely affect any third party’s usage of the same, as determined by Cosine acting reasonably;
use the Application or any related software or content provided by Cosine in order to create any substantially similar application or offering which would compete with Cosine’s products or services;
use the Application for any illegal, defamatory, pornographic or other purpose which may be offensive to third parties or which may in any way bring Cosine or the Application into disrepute or adversely affect their or its goodwill;
limit your usage of the Application by ensuring that the number of queries you pose within the Application is never more than fifteen (15) queries in aggregate in any consecutive period of sixty (60) minutes;
use the Application and its related software and content in a manner that is respectful to Cosine, its licensors and fellow licensees and which is at all times reasonable and not abusive, as determined by Cosine at its sole discretion;
[publish any statements or claims regarding the Application or its performance, functionality or technical specifications].
You must also ensure that, at all times, you comply with all applicable international and national laws, rules and regulations in respect of your usage of the Application and its related software and content, including but not limited to any import/export, end-user, end-use and destination restrictions and regulations which may apply.
Ownership of rights
The licence granted to you hereunder does not confer any rights of ownership or title upon you in any way.
All rights (including but not limited to all intellectual property rights), title, ownership and interest in and to the Application and all related software and content provided to you or to which you have access as a result of or in connection with the licence granted to you, and any copies or extracts or abstracts thereof, are at all times owned by Cosine or its licensors and all rights are reserved to Cosine and its licensors at all times.
The Application and all related software and content provided to you or to which you have access as a result of or in connection with the licence granted to you, and any copies or extracts or abstracts thereof, are protected by copyright laws in England and Wales, as well as international copyright laws, conventions and treaties. You must not remove any copyright notices from the same.
Use of data and feedback
While you are using the Application and its related software, Cosine will collect anonymised data regarding behaviours and such usage.
Cosine will at all times act solely as a data processor and will process any data provided by you in accordance with your reasonable instructions and as may be reasonably necessary or desirable for the provision of access to the Application and the related software to you for your use as contemplated hereunder.
Cosine may also use your anonymised data to iterate its Application and/or elements thereof. If you do not wish your data to be used in this way, please let us know as soon as possible by opting out by contacting us at cs@cosine.sh
You must ensure that you have all necessary consents, authorisations and rights to submit any code, data or information to Cosine at all times.
In the event that you experience any difficulties or issues with the Application or its related software or content, please do let us know by contacting us at cs@cosine.sh. Similarly, if you have any feedback for us, please do send it to the above email address.
Please note that by submitting details of issues or feedback you are irrevocably assigning to Cosine any and all rights, title and interest in and to such details and feedback, including but not limited to all rights to make such use of those details and feedback as Cosine deems reasonably appropriate or necessary, in its sole and absolute discretion.
LIMITATION OF COSINE’S LIABILITY TO YOU
SAVE IN RESPECT OF DEATH OR PERSONAL INJURY ARISING OUT OF COSINE’S NEGLIGENCE OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION BY COSINE, IN RESPECT OF WHICH ITS LIABILITY IS NOT LIMITED, BUILD SHALL NOT BE LIABLE TO YOU AT ANY TIME FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY COMPENSATORY, INDIRECT, DIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL LOSSES OF ANY KIND, ANY LOSS OF DATA OR INFORMATION, LOSS OF PROFITS, LOSS OF OPPORTUNITY, LOSS OF OR INTERRUPTION OR DISRUPTION TO BUSINESS OR OTHER THIRD PARTY SERVICES, ARISING OUT OF OR IN RELATION TO THE USE OF (OR INABILITY TO USE) THE APPLICATION OR ANY RELATED SOFTWARE OR CONTENT PROVIDED BY OR ON BEHALF OF COSINE, EVEN IF COSINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Your indemnity to Cosine
You hereby undertake to fully indemnify and hold harmless Cosine at all times from and against any and all losses, liabilities, costs, expenses, damages, claims, investigations and fines which may arise out of any breach by you of any of the terms set out herein.
Termination
The contract between you and Cosine and your licensed rights thereunder shall automatically terminate on the earlier of: (i) the initial commercial release by Cosine or its group companies of a generally available version of the Application; (ii) any breach by you of these Terms of Beta Licence; and (iii) issuance of notice to you from Cosine of such termination for any reason.
You may terminate your licence at any time by ceasing to use the Application and its related software and content and notifying Cosine in writing of such termination.
Upon termination as contemplated above, all rights and licences granted to you shall automatically terminate with immediate effect, you must immediately cease using the same and must immediately return or delete/destroy all copies, extracts and abstracts you may have in your possession or within your control of the Application and its related software and content and any other items which are, or which contain information, proprietary to Cosine.
Confidentiality
The licence granted to you pursuant to these Terms of Beta Test Licence, the terms themselves and the Application and its related software and content are deemed to be the confidential information of Cosine and its licensors. You must not disclose any of the same or any comments regarding any of the same to any third party without Cosine’s express prior written consent. You must ensure you maintain confidentiality in respect of the same with at least the same degree of care and diligence as you would use in respect of your own confidential information and in any event no less than a reasonable degree of care and diligence in all relevant circumstances and at all relevant times.
The above confidentiality obligation shall survive the termination of the contract between you and Cosine but shall not apply to any information (i) which enters the public domain other than as a result of any breach by you or another licensee of confidentiality obligations owed to Cosine; (ii) which is correctly received by you from a third party who is not bound by any confidentiality obligations; (iii) is independently developed by you without reference to Cosine’s confidential information.
Governing Law and Jurisdiction
These Terms of Beta Test Licence and the contract between you and Cosine and any dispute or claim arising out of or in connection with such contract or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the High Court or County Court (as appropriate) in each case in London, England in respect of the same.
These Terms of Beta Test Licence constitute the entire (and only) agreement between Cosine and you, as licensee, with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. These Terms of Beta Test Licence and the contract between you and Cosine may not be amended except in a writing duly signed by an authorised representative of Cosine.
The invalidity or unenforceability of any terms or rights arising pursuant to the contract between you and Cosine shall be severable and shall not adversely affect the validity or enforceability of the remaining terms and rights.