TERMS OF USE

Effective Date: 15 April 2024

1. Introduction

Welcome to DatalinkerAI, a service provided by The Virtulab. This document, the Terms of Use ("Terms"), governs your use of the DatalinkerAI application, along with any associated software applications, websites, and services (collectively, "Services"). By accessing or using the Services, you enter into a legally binding contract with The Virtulab.

Company Information:

Name: The Virtulab

Registered Address: 18 South End, Kensington, London W8 5BU

Registration No: 09598086

DUNs Number: 22-088-7113

ICO Security Number: CSN9830949

VAT No: GB250985191 UTR: 5448821595

Purpose of the Terms: These Terms are designed to define the legal relationship between you and The Virtulab, outlining your rights and responsibilities as well as those of The Virtulab in connection with your use of DatalinkerAI. These Terms encompass a variety of essential aspects such as service usage, content management, user obligations, intellectual property rights, limitations of liability, and dispute resolution processes.

Scope and Acceptance: These Terms apply universally to all users of DatalinkerAI Services, including browsers, customers, and content contributors. Additional terms or service requirements may apply and will be communicated in connection with specific Services. By using DatalinkerAI, you confirm your acceptance of these Terms and any additional terms that apply.

Amendments and Updates: The Virtulab reserves the right to modify or replace these Terms at any time. Updates or changes will be posted on our website. Your continued use of DatalinkerAI after any such changes implies your acceptance of the revised Terms.

Effective Date: These Terms are effective as of 15 April 2024, superseding any prior agreements or versions.

User Requirements:

Minimum Age: You must be at least the age required by your country to consent to use our Services, typically 13 years. If under 18 or the age of majority in your jurisdiction, parental or guardian consent is required. Legal Capacity: By agreeing to these Terms, you represent that you have the legal capacity to enter into a binding contract. If you are using DatalinkerAI on behalf of a business or other entity, you confirm that you have the authority to bind that entity to these Terms.

2. User Registration and Account Management

In order to access and use certain features of DatalinkerAI, you are required to create an account. This section outlines the terms related to account registration, usage, and management.

Account Creation and Registration Requirements:

Accurate Information: When registering for an account on DatalinkerAI, you agree to provide true, accurate, current, and complete information about yourself as prompted by the registration form. This may include your full name, email address, and other relevant details.

Account Security: You are responsible for maintaining the confidentiality of your account credentials, including your password. You agree to immediately notify The Virtulab of any unauthorised use of your account or any other security breach.

User Responsibilities:

Account Activities: You are solely responsible for all activities that occur under your account. The Virtulab is not liable for any loss or damage arising from your failure to comply with this responsibility. Legal Compliance: You agree to use the Services in compliance with all applicable local, state, national, and international laws, rules, and regulations.

Account Updates: Information Changes: It is your responsibility to promptly update account information to keep it current and accurate. You can update your information through the account settings feature on DatalinkerAI.

Deactivating Account: You may deactivate or terminate your account at any time through the account settings or by contacting The Virtulab’s support team. When doing this all your information and any organisation you have will be deleted and there will be no way to get it back.

Use by Minors: Parental Consent: If you are under the age of 18 or the legal age of majority in your jurisdiction, you must have permission from a parent or legal guardian to create an account. The guardian or parent agrees to be bound by these Terms in relation to your use of the Services.

Representation and Warranties: Authority: By creating an account, you represent and warrant that you have the legal capacity and authority to enter into a binding contract and are not barred from using the Services under applicable law.

3. Usage of Services

This section outlines the permissible ways in which you may use DatalinkerAI’s Services and establishes boundaries for acceptable use.

Permitted Use of Services:

• Access and Usage: Subject to your compliance with these Terms, The Virtulab grants you a limited, non-exclusive, non-transferable, revocable licence to access and use DatalinkerAI for your internal business purposes.

• Service Features: You may utilise all features of the Services as made available by The Virtulab, including but not limited to data upload, chat category creation, and interaction with AI models, in accordance with the service’s intended functionality.

Prohibited Activities:

You may not engage in any of the following activities in relation to the Services:

• Illegal Activities: Use the Services for any unlawful purposes or in violation of any applicable laws or regulations.

• Infringement of Rights: Infringe upon or violate the intellectual property rights of The Virtulab or others.

• Unauthorised Access: Attempt to gain unauthorised access to the Services, other accounts, computer systems, or networks connected to the Services through hacking, password mining, or any other means.

• Interference with Operations: Interfere with or disrupt the Services or servers or networks connected to the Services.

• Reproduction of Services: Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services without express written permission from The Virtulab.

• Reverse Engineering: Attempt to reverse engineer, decompile, disassemble, or derive the source code, underlying ideas, algorithms, structure, or organisation of the Services.

Content Standards:

• User Conduct: While interacting with the Services, you must conduct yourself in a respectful and lawful manner, ensuring that all content generated or used is appropriate and lawful.

• Responsibility for Content: You are responsible for all content that you upload or create using the Services, including its legality, reliability, and appropriateness.

Modification and Availability of Services: Service Changes:

• Service Changes: The Virtulab reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. The Virtulab is not liable to you or any third party for any modification, suspension, or discontinuance of the Services.

• Availability: While The Virtulab endeavours to ensure the Services are available at all times, there may be instances where the Services are interrupted, including for maintenance, upgrades, emergency repairs, or failure of telecommunications links and equipment.

4. Data Management

This section outlines how users are expected to manage and interact with data within the DatalinkerAI Services.

Data Uploads and Integration:

• Types of Data Allowed: Users are permitted to upload and integrate various types of data, including but not limited to .doc, .txt, .pdf, and .csv files, as well as data from Google Docs and Sheets, in line with the Service’s functionalities.

• Data Integrity: You are responsible for ensuring the integrity and legality of the data you upload or integrate. The Virtulab is not responsible for the content of the uploaded data and does not actively monitor or control such content.

• Ownership and Licences: By uploading or integrating data, you affirm that you have the necessary rights, licences, consents, and permissions to use and authorise The Virtulab to use this data in accordance with these Terms.

Use of Uploaded Data:

• Service Operation: Uploaded or integrated data will be used within the scope of DatalinkerAI's operation, enabling functionalities such as data embedding into LLMs and data interaction through chat categories.

• Data Processing: The Virtulab will process this data as part of the service to provide the intended outputs. This processing includes AI analysis, categorization, and other forms of data manipulation as required by the Service’s functionalities.

Data Confidentiality and Security:

• Protection of Data: The Virtulab is committed to protecting the confidentiality and security of your data. Appropriate technical and organisational measures will be implemented to secure your data from unauthorised access or disclosure.

• User Responsibility: You are responsible for maintaining the confidentiality and security of your data within your account. This includes safeguarding any sensitive information contained within the uploaded data.

Data Retention and Deletion:

• Retention Policy: The Virtulab will retain user-uploaded data for as long as necessary to provide the Services or as required for legal compliance or operational purposes.

• Deletion Requests: You may request deletion of your data in accordance with the Service’s functionality or by contacting support. Upon your request, The Virtulab will delete your data from its servers, subject to any legal or operational retention requirements.

Data Compliance:

• Legal Obligations: Users must ensure that their data management practices comply with all applicable laws and regulations, including data protection and privacy laws.

• User Indemnity: You agree to indemnify and hold harmless The Virtulab against any losses, liabilities, claims, or expenses incurred due to the content of the data you upload or your use of the Services in violation of these Terms.

5. Privacy and Security

This section outlines the commitments and responsibilities of both The Virtulab and the user regarding privacy and security in relation to the DatalinkerAI Services.

User Privacy:

• Privacy Policy Reference: The handling, processing, and protection of personal information by The Virtulab are governed by the DatalinkerAI Privacy Policy. You are encouraged to review the Privacy Policy to understand how your personal data is managed.

• Consent to Data Use: By using the Services, you consent to the collection, use, and sharing of your personal information as outlined in the Privacy Policy.

Security Measures:

• Protection of Data: The Virtulab implements robust security measures to protect user data from unauthorised access, disclosure, alteration, and destruction. These measures include, but are not limited to, encryption, access control, and secure software development practices.

• User Responsibilities: You are responsible for maintaining the security of your account and the confidentiality of your account information. Any breach or unauthorised use of your account should be immediately reported to The Virtulab.

Data Breach Protocol:

• Notification: In the event of a data breach, The Virtulab will promptly notify affected users, outlining the nature of the breach, the data involved, and the actions taken in response.

• Remedial Actions: The Virtulab will take appropriate remedial actions to address any data breach, including cooperating with law enforcement and regulatory authorities as necessary.

Third-Party Links and Services:

• External Links: The Services may contain links to third-party websites or services. The Virtulab is not responsible for the privacy practices or content of these third-party sites.

• User Discretion Advised: You are advised to review the privacy policies of any third-party sites you interact with and understand that The Virtulab's Privacy Policy does not apply to these external websites or services.

Changes to Privacy Practices:

• Updates to Policies: The Virtulab reserves the right to update its privacy practices and modify the Privacy Policy at any time. Changes will be communicated through the Services or other means, and continued use of the Services after such changes will constitute acceptance of the new terms.

6. Modifications and Availability of Services

This section details The Virtulab’s rights regarding changes to DatalinkerAI services and their availability.

Modifications to Services:

• Right to Modify: The Virtulab reserves the right to modify, update, or discontinue, temporarily or permanently, any part of DatalinkerAI Services without prior notice. This includes changes to features, functionality, and service offerings.

• Notice of Changes: Whenever feasible, The Virtulab will provide advance notice of significant changes to the Services through the website, email communication, or other channels.

• User’s Acceptance: Continued use of the Services after any such changes will constitute your acceptance of the new terms.

Service Availability:

• Accessibility: The Virtulab aims to ensure that DatalinkerAI is accessible to users at all times. However, access to the Services may occasionally be restricted due to maintenance, updates, system outages, or events beyond our control.

• Scheduled Maintenance: The Virtulab will endeavour to conduct maintenance activities during off-peak hours and provide users with reasonable notice whenever possible.

Service Interruptions:

• Handling Interruptions: In case of service interruptions, The Virtulab will make reasonable efforts to restore the Services as promptly as possible.

• No Liability for Interruptions: The Virtulab shall not be liable for any interruption in service, directly or indirectly caused by any reason beyond its control.

User Feedback and Suggestions:

• Feedback Welcome: The Virtulab encourages and welcomes feedback from its users regarding the Services.

• Use of Feedback: Any feedback, comments, or suggestions you provide may be used to improve the Services. By submitting feedback, you agree that The Virtulab is free to use it without any obligation or compensation to you.

7. Fees and Payments

This section outlines the financial terms related to the use of DatalinkerAI Services, including information about fees, billing, and payment policies.

Subscription Fees and Payment Terms:

• Service Fees: Some features of DatalinkerAI may require payment of fees. The Virtulab will provide clear information about such fees and the related payment terms before you incur any charges.

• Billing Cycle: Subscription fees, where applicable, are billed on a recurring basis. Billing cycles are typically monthly or annually, depending on the subscription plan you select.

• Payment Information: You agree to provide accurate and up-to-date payment information at all times. Failure to maintain updated payment information may result in the interruption of the Services.

Changes in Fees:

• Right to Modify Pricing: The Virtulab reserves the right to modify the pricing of its Services, including subscription fees, upon reasonable notice to the users.

• Notice of Fee Changes: Changes in fees will be communicated to you in advance and will apply from the next billing cycle.

Refunds and Cancellations:

• Cancellation Policy: You have the right to cancel your subscription at any time. Instructions on how to cancel your subscription will be provided within the Service or via customer support.

• Refunds: Generally, subscription fees are non-refundable. Exceptions may be made in the case of service discontinuation or other circumstances at the discretion of The Virtulab.

Non-payment and Suspension of Service:

• Consequences of Non-payment: If any subscription fees or other charges are not paid on time, The Virtulab may suspend or terminate your access to the Services.

• Notice of Non-payment: Before suspending or terminating the Services for non-payment, The Virtulab will provide notice and an opportunity to rectify the payment issue.

Taxes and Other Charges:

• Taxes: You are responsible for all taxes, duties, and other governmental charges associated with your use of the Services.

• Inclusive of Taxes: Unless otherwise stated, the fees are inclusive of applicable taxes.

Token Usage and Top-Up Feature:

• Token System: DatalinkerAI operates on a token system, where tokens are used to access certain features or services within the platform, particularly related to the use of Large Language Models (LLMs).

• Monthly Token Allocation: Tokens are allocated on a monthly basis according to the subscription plan you have chosen. Unused tokens do not carry over to the next month; they expire at the end of each billing cycle.

• Top-Up Tokens: If you exhaust your allocated tokens within a billing cycle, you have the option to purchase additional tokens using our top-up feature. These top-up tokens are available immediately and can be used to continue accessing the service without interruption.

• Non-Carryover of Top-Up Tokens: Similar to the monthly token allocation, any top-up tokens that are not used within the billing cycle in which they are purchased will not carry over to the next month. They expire at the end of the billing cycle.

• Purchasing Tokens: Information on how to purchase top-up tokens, including pricing and the process for adding them to your account, is provided within the Service interface and in user support documentation.

Billing and Payment for Tokens:

• Payment for Tokens: Payment for top-up tokens is required at the time of purchase. The terms for payment, including acceptable payment methods and any applicable fees, will be clearly outlined during the purchase process.

• Refunds for Tokens: Purchased tokens, whether used or unused, are non-refundable except in cases where the Service fails to provide the expected access or functionality due to issues attributable to The Virtulab.

8. Termination and Suspension

This section outlines the conditions under which your access to DatalinkerAI Services may be terminated or suspended.

User-Initiated Termination:

• Right to Terminate: You may terminate your use of DatalinkerAI at any time through your account settings or by contacting customer support. Termination will cease your access to the Services and may result in the deletion of your data.

• Effect of Termination: Upon termination, all rights granted to you under these Terms will cease immediately, and you must cease all use of the Services.

The Virtual-Initiated Termination and Suspension:

• Grounds for Termination or Suspension: The Virtulab reserves the right to suspend or terminate your account and access to the Services if:

  • You breach any provisions of these Terms.

  • Your actions are suspected of being illegal or harmful to others.

  • It's necessary to comply with legal requirements or protect The Virtulab’s rights and interests.

• Notice and Opportunity to Cure: If feasible, The Virtulab will provide you with notice of the breach and an opportunity to cure it before terminating or suspending your access.

Consequences of Termination:

• Data Deletion: After termination, The Virtulab may delete any of your data stored on its servers. It's your responsibility to secure copies of your data before termination.

• No Liability: The Virtulab will not be liable to you or any third party for termination of your access to the Services or for deletion of your data.

Survival of Certain Provisions:

• Post-Termination Obligations: Certain provisions of these Terms will continue to be effective even after termination, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

9. Disclaimer of Warranties and Limitation of Liability

This section details the disclaimers regarding the Services provided by DatalinkerAI and the limitations on the liability of The Virtulab.

Disclaimer of Warranties:

• "As Is" and "As Available": The Virtulab provides the DatalinkerAI Services on an "as is" and "as available" basis 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.

• No Warranty for Accuracy or Reliability: While The Virtulab strives to offer reliable and accurate Services, it does not warrant that the Services will always be reliable, accurate, complete, or updated. The nature of the data and AI models means that there may occasionally be inaccuracies or errors.

• No Warranty for Uninterrupted Use: The Virtulab does not warrant that the use of the Services will be uninterrupted or error-free, nor does it warrant that any data or communication transmitted in connection with the use of the Services will be transmitted reliably or in a timely manner.

Limitation of Liability:

• General Limitation: To the fullest extent permitted by law, in no event will The Virtulab, its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of or inability to access or use the Services.

• Specific Limitations: The Virtulab will not be liable for any content uploaded to the Services by users, any unauthorised access to or use of The Virtulab’s servers and/or any personal information stored therein, nor for any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Services.

• Cap on Liability: In no event will The Virtulab’s aggregate liability for all claims relating to the Services exceed the greater of $200 or the amount you paid The Virtulab, if any, in the last 12 months.

Acknowledgment by User:

• Risk Acknowledgment: You acknowledge and agree that the risks associated with your use of and reliance on the Services and any content are solely yours.

• Essential Basis of the Agreement: The limitations and exclusions of liability set out in this section form an essential basis of the agreement between The Virtulab and you.

10. Indemnification

This section explains your obligation to indemnify The Virtulab under certain circumstances.

User’s Indemnification Obligations:

• Scope of Indemnity: You agree to indemnify, defend, and hold harmless The Virtulab, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) resulting from your violation of these Terms, your use of the Services, or your violation of any law or the rights of a third party.

• Indemnifiable Incidents: This indemnification covers, but is not limited to, any breach of the warranties provided by you in these Terms, any infringement of intellectual property rights, and any other actions connected with your use of the DatalinkerAI Services.

Defence and Settlement:

• Right to Defence: The Virtulab retains the right to assume the exclusive defence and control of any matter subject to indemnification by you, in which event you will cooperate with The Virtulab in asserting any available defences.

• Settlement Approval: You must not settle any claim without the prior written consent of The Virtulab, particularly if the settlement would involve any obligation or limitation on The Virtulab.

Limitation to Indemnification:

• Limitations: This indemnification obligation does not apply to the extent that the claim arises from The Virtulab’s own negligence, fraud, willful misconduct, or violation of law.

11. Governing Law and Jurisdiction

This section specifies the legal jurisdiction and laws that govern the Terms of Use for DatalinkerAI.

Applicable Law:

• Jurisdiction: These Terms and any separate agreements whereby The Virtulab provides you Services shall be governed by and construed in accordance with the laws of the United Kingdom without regard to its conflict of law principles.

• Legal Compliance: You agree to comply with all local, state, national, and international laws, rules, and regulations applicable to your use of the Services.

Resolution of Disputes:

• Jurisdiction for Disputes: Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the courts of London, United Kingdom. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

• Alternative Dispute Resolution: Before seeking formal legal resolution, parties are encouraged to first attempt to resolve their dispute informally, directly with The Virtulab.

International Use:

• Global Operations: While DatalinkerAI operates globally, The Virtulab makes no representation that the Services are appropriate or available for use in locations outside of The United Kingdom, and accessing them from territories where their contents are illegal is prohibited.

• Compliance with Local Laws: If you access the Services from other locations, you do so on your own initiative and are responsible for compliance with local laws.

12. General Terms

This section covers additional, overarching provisions that apply to the Terms of Use for DatalinkerAI.

Assignment:

• Non-Transferability by User: You may not assign or transfer these Terms, or any rights or obligations herein, without the prior written consent of The Virtulab.

• Transfer by The Virtulab: The Virtulab may assign its rights and obligations under these Terms to any party at any time without notice to you, in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets.

Entire Agreement:

• Terms Supersede Previous Agreements: These Terms, along with any policies or operating rules posted by The Virtulab on the Services or in respect to the Services, constitute the entire agreement and understanding between you and The Virtulab.

• Precedence: These Terms supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and The Virtulab.

Severability:

• Validity of Remaining Provisions: If any provision of these Terms is determined to be unlawful, void, or unenforceable, that provision is severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

Waiver:

• No Waiver for Failure to Enforce: The failure of The Virtulab to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Notices:

• Method of Notices: Any notices or other communications permitted or required under these Terms will be in writing and given by The Virtulab via email, postal mail, or postings on the Services.

Force Majeure:

• Exemption for Beyond Control Events: Neither party shall be held responsible for delay or failure in performance of any part of the Services caused by events outside the reasonable control of a party, such as natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labour, or materials.