Terms of Use

Summary of Key Points

What the Platform is: Serpent Search is an AI-powered platform that enables customers to upload their own content and receive automated analysis and suggestions based on that content.

What the Platform is not: The Platform does not provide legal, regulatory or professional advice and does not guarantee any particular outcome or assess the practical feasibility of implementing recommendations. Because the Output is generated using AI and third-party machine learning tools, it may contain inaccuracies, omissions, bias or hallucinations, and Outputs may not be unique.

Customers: The Platform is intended for use by brand owners and agencies representing brand owners. It is not to be used by consumers.

Customer responsibilities and risk mitigation: The Outputs are for the Customer's consideration, do not constitute advice or recommendations, and are not a guarantee of accuracy, or a prediction of future events. The Customer must independently review and validate Outputs before relying on or implementing, including by obtaining professional advice.

1. Definitions and Interpretation

1.1 In these Terms, the following words have the following meanings:

Administrator: has the meaning given to it in Condition 3.3.
AI Providers: third-party providers who provide enterprise artificial intelligence and cloud services within the Platform.
AI Provider's Policy: the terms, acceptable use policies, prohibited use policies, service-specific terms, safety policies and other usage restrictions applicable to the AI Provider and the relevant AI services used by the Supplier, as amended or replaced from time to time including those here:
Authorised User: any individual who accesses the Platform through the Customer's account, including the Customer's employees and freelance individual contractors.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Customer: the organisation whose Authorised Users access the Platform.
Customer Content: all data, information, documents, files, text, images, audio, video and other content uploaded to, submitted to, entered into or otherwise made available to the platform by or on behalf of the Customer.
Fee: the fee due for access and use of the Platform.
Illegal Content: content that is illegal content for the purposes of the Online Safety Act 2023 which may include content including or showing child sexual abuse, controlling or coercive behaviour, extreme sexual violence, extreme pornography, fraud, racially or religiously aggravated public order offences, inciting violence, illegal immigration or people smuggling, promoting or facilitating suicide, intimate image abuse, selling illegal drugs or weapons, sexual exploitation and/or terrorism.
IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar or equivalent rights in any part of the world.
Output: the analysis and recommendations created by the Platform based on the Customer Content.
Platform: the Serpent Search platform that the Customer can access in order to upload Customer Content and view the Output as more particularly described here https://serpentsearch.com/ including the AI Provider's service within such platform;
Subscription Term: the duration of the Customer's access to the Platform that the Customer has selected or as is agreed between the parties.
Supplier: The Romans London Limited a company incorporated in England and Wales with company number 09387261 and registered office at 10 Redchurch Street, London E2 7DD.

1.2 Words in the singular include the plural and, in the plural, include the singular. The headings shall not affect the interpretation of these Terms. References to Conditions are references to the numbered provisions of these Terms. Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies. Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.

2. Eligibility

2.1 The Platform is solely for business users and not consumers. No person acting wholly or mainly for personal, private or household purposes may access or use the Service.

2.2 The Customer must provide the Customer's full name, a valid company email address and company or other organisation name to create an account. The person providing such information and accepting these Terms for the Customer confirms that they have authority to bind the organisation and that they are at least 18 years old.

2.3 The Customer may sign in through a Google or Microsoft account or through registering an account. The Customer is responsible for choosing a secure password for its account and keeping this confidential. The Supplier is not liable for any losses or damages the Customer may experience from failing to keep this information confidential. The Customer is solely responsible for all activities that occur within its account. The Customer must notify the Supplier immediately if the Customer suspects there has been unauthorised access to or use of its account and provide assistance to bring an end to such unauthorised access or use.

2.4 The Customer warrants and represents that it is not subject to applicable trade sanctions or export restrictions that would prohibit use of the Platform. The Customer shall not use the Platform in breach of applicable export control or sanctions laws.

3. Licence

3.1 Subject to payment of the Fees and compliance with these Terms, the Supplier grants the Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Platform. The features that the Customer has the right to access and limitations applied may depend on the particular access rights that the Customer has selected on the Platform or otherwise agreed with the Supplier.

3.2 The Customer may use the Platform and Output for its internal business purposes and, where the Customer is a creative or other agency, to support the provision of services to its clients (the "Customer Client"). The Customer:

agrees that the Output is provided solely to support the Customer's internal analysis, decision-making and provision of services to the Customer Client;
must not present the Output to the Customer Client as a standalone deliverable, as professional advice or as a final work product and must independently review, validate and supplement it with its own expertise and judgement before incorporating it into any work product provided to a Customer Client;
shall ensure that Customer Client is aware that the Output is generated by AI and is subject to these Terms in particular the provisions of Conditions 4, 8, 12 and 13; and
acknowledges that the Supplier shall have no liability whatsoever to a Customer Client, and the Customer shall indemnify and keep indemnified the Supplier from and against all losses, damages, costs and expenses incurred as a result of any claim received by the Supplier from a Customer Client relating to the Platform and/or the Output.

3.3 The Customer shall designate one contact as the responsible party for communication (the Administrator). The Administrator shall have the authority to bind the Customer, and to establish accounts for Authorised Users. The Customer shall ensure that each Authorised User shall, as a condition of being granted access to the Platform, comply with these Terms. Authorised Users may not share or transfer accounts or log in details to other users or to third parties.

3.4 If any Authorised User breaches these Terms, the Supplier reserves the right to remove access to accounts or cancel them without notice. The Supplier also reserves the right to refuse access to the Platform to anyone for any reason at any time.

3.5 The Customer shall not:

access the Platform to try to generate or facilitate illegal activity, or to infringe the rights of others or exploit, harass, threaten or harm others;
attempt to gain unauthorised access to the Platform or any networks, servers or computer systems connected to the Platform;
reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Platform or any AI Provider service save to the extent expressly permitted by law not capable of lawful exclusion;
allow any third party, except its Authorised Users, to access the Platform through its account;
use or access the Platform to build or support, and/or assist a third party in building or supporting, products or services competitive to us or any AI Provider, or otherwise substantially similar to the Platform and whether for internal use only or to permit others to use;
use the Platform to intentionally generate fraudulent, deceptive or misleading or Illegal Content including biological, chemical, or other hazardous content prohibited by AI Provider policies;
attempt to circumvent safety mechanisms or usage restrictions implemented by the Supplier or its AI Providers;
use the Platform in any manner prohibited by applicable law or by the acceptable use requirements of the AI Providers;
use the Platform or any Output as the sole basis for decisions that could materially affect an individual's legal rights, employment, safety, healthcare, financial status, creditworthiness, immigration status or access to essential services; and/or
attempt to disable, evade, probe or circumvent any safety features, filters or usage restrictions implemented by the Supplier or its AI Providers.

3.6 The Customer shall not act in a way which could risk overloading, impairing or damaging the Platform and supporting infrastructure. If at any time the Customer's access to and/or use of the Platform is excessive and as a result impacts on other clients' ability to use the Platform, the Supplier shall notify the Customer accordingly and the Customer shall promptly take appropriate steps to remedy such use. The Supplier reserves the right to increase the Fee due to any such excessive use.

4. Customer Content

4.1 The Customer warrants and represents that the Customer Content and the Customer's use of the Platform will comply with all applicable AI Provider Policies and, without limitation to this requirement, the Customer further warrants and represents that the Customer Content will not:

contain Illegal Content;
breach the provisions of any law, statute or regulation including any data protection laws and/or regulations;
include personal data without the written consent of the individual identified;
infringe the IP Rights or other legal rights of any person;
be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
be deliberately or knowingly false, inaccurate or misleading; and/or
give rise to any cause of action against the Supplier or its AI Providers.

4.2 The Customer has sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Content. The Supplier is not responsible and accepts no liability for Customer Content. The Supplier does not actively monitor any Customer Content, but the Customer agrees that at any time the Supplier shall be entitled to delete any Customer Content that the Supplier reasonably believes is in breach of Condition 4.1.

4.3 The Customer agrees that the Output is based on and reflects the information in the Customer Content. Accordingly, the Customer must make sure that the Customer Content is accurate and complete. Without prejudice to the generality of Condition 14.1(a), the Supplier shall have no liability for any errors in the Output based on the Customer Content.

4.4 The Supplier has no liability for any loss or corruption of Customer Content and accordingly, the Customer shall separately maintain up-to-date copies of the Customer Content.

4.5 The Customer shall defend, indemnify and hold the Supplier harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Supplier's use of the Customer Content.

5. Viruses

5.1 The Supplier shall use commercially reasonable efforts to ensure that the Platform is secure and free from viruses and other malware. The Supplier does not guarantee that the Platform is secure or free from viruses or other malware. The Customer is responsible for protecting the Customer's hardware, software, data and other material from viruses, malware and other internet security risks.

5.2 The Customer must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via the Platform; and must not attack the Platform by means of a denial of service attack, a distributed denial of service attack, or by any other means.

6. Fees and Payment

6.1 The Customer may be offered a trial period (or a trial based on a certain number of Authorised Users) on signing up for an account at the Supplier's sole discretion. The Supplier reserves the right to end this trial period at any time and move the Customer onto a paid plan. These Terms will also apply to all trial use of the Platform.

6.2 Fees are exclusive of taxes, and the Customer shall pay all taxes or other similar charges the Customer is legally required to pay. The Fee is due and payable in pounds Sterling and shall be paid without any set-off, counterclaim, deduction or withholding.

6.3 The Fee is due in advance either monthly or annually as agreed. If the Customer reaches the limits applied to its access to the Platform, the Supplier shall notify the Customer, and discuss with the Customer whether to upgrade. Any upgrade will incur an additional Fee.

6.4 The Supplier may increase the Fee with one month's prior written notice to the Customer. The Supplier will inform the Customer via email of any increase. If such increase is not acceptable to the Customer, it can inform the Supplier in writing and terminate its licence under Condition 10.

6.5 If any instalment of the Fee is not received full and cleared within 5 Business Days after the due date, and without prejudice to any other rights and remedies available to it, until the outstanding Fee is paid in full, the Supplier may:

after issuing written notice of non-payment, suspend access to the Platform; and
charge the Customer costs and interests in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

7. Availability

7.1 The Supplier shall use commercially reasonable efforts to make the Platform available. The Customer acknowledges that the Platform may be unavailable from time to time, including for planned maintenance, upgrades, emergency maintenance, security incidents, failures of third-party infrastructure or telecommunications services, or circumstances beyond the Supplier's reasonable control.

7.2 The Supplier does not warrant or guarantee that the Platform will be available without interruption or error, or that any interruption will be corrected within any particular timescale.

7.3 The Supplier does not provide any service levels, minimum uptime commitments, response times, resolution times, maintenance services or technical support services in connection with the Platform. No service level agreement forms part of these Terms.

7.4 The Supplier may modify, update, suspend or discontinue any feature or functionality of the Platform where reasonably necessary for maintenance, security, legal or regulatory compliance, or to improve or develop the Platform. Where reasonably practicable, the Supplier will provide advance notice of any planned maintenance or material changes.

7.5 If the Supplier permanently withdraws a material feature or materially reduces the core functionality of the Platform during the Subscription Term (other than where required by law, regulation or an AI Provider), the Customer's sole remedy shall be a reasonable pro rata refund of any prepaid Fees attributable to the affected period.

8. Outputs

8.1 The Platform generates Outputs using Customer Content and the artificial intelligence models of AI Providers. Outputs are generated automatically without human review and may:

contain inaccuracies, omissions or bias;
not be current, complete or correct;
not be unique and may be similar to outputs generated for other customers.

8.2 Outputs are provided for information purposes only. Outputs do not constitute legal, regulatory, accounting, medical, tax, employment, financial or professional advice and should not be relied upon without independent review.

8.3 The Customer is solely responsible for evaluating the Outputs before using or implementing them and is solely responsible for any decisions made using the Outputs.

8.4 Due to the nature of generative AI, Outputs may not qualify for IP Rights protection.

9. Feedback and Improvements

9.1 From time to time the Customer may submit feedback regarding the Platform. The Customer acknowledges that any feedback provided by the Customer is provided on a voluntary basis, and that the Customer grants the Supplier a royalty-free, worldwide licence to use, reproduce, publish, make available and modify any such feedback, including on the Platform using the name that the Customer submits in connection with the feedback.

9.2 The Supplier may collect and create aggregated, anonymised or de-identified data derived from Customer Content and the Customer's use of the Platform. The Supplier owns all right, title and interest in such data and may use it for analytics, benchmarking, improving the Platform, developing new products and services, research and statistical purposes, provided that the data does not identify the Customer or any individual.

10. Termination

10.1 The Customer's right to access and use the Platform shall continue for the Subscription Term. Each party may discontinue the Customer's use of the Platform at any time on 30 days' written notice.

10.2 Without prejudice to any other rights or remedies which may be available to it, either party may give notice in writing to the other party terminating the Customer's use of the Platform with immediate effect if the other party:

commits any material breach of any of these Terms and if such breach is capable of remedy fails to remedy that breach within 14 days of being notified of the breach; or
enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).

10.3 On termination of the Customer's use of the Platform, the Customer acknowledges that the Customer Content may be deleted. The Supplier may but is not obliged to allow the Customer to download the Customer Content and/or facilitate the export of the Customer Content subject to the payment of the Supplier's fee for such additional work. The Supplier may retain copies of the Customer Content as necessary to comply with applicable law, and to the extent contained in standard backups.

10.4 If the Customer terminates the use of the Platform under Condition 10.1 or the Supplier terminates use of the Platform under Condition 10.2, there will be no refunds for any Fees paid. If the Supplier terminates the Customer's use of the Platform under Condition 10.1, the Supplier will refund the Customer for any Fees paid in advance pro-rata. All outstanding Fees remain due and payable notwithstanding termination.

10.5 Without prejudice to any other right or remedy available to it, the Supplier may suspend access to the Platform immediately where reasonably necessary to prevent unlawful activity or other breach of these Terms or to comply with the request of an AI Provider, or to comply with applicable law or a regulatory requirement. Where practicable, the Supplier will notify the Customer of any suspension.

10.6 All provisions that are expressly or by implication intended to continue after termination or the Customer's use of the Platform shall continue in force.

11. IP Rights

11.1 No IP Rights in the Platform (including for the avoidance of doubt all IP rights in the software, algorithms, methodologies, workflows, databases, know-how and all improvements in the Platform) transfer to the Customer under these Terms or otherwise.

11.2 The Customer and/or the Customer's licensors shall remain the owner of all IP Rights in the Customer Content. The Customer grants to the Supplier free of charge, a royalty-free, worldwide, non-exclusive licence to use the Customer Content for the purposes of these Terms. Such licence includes the right to sub-license the Customer Content to AI Providers.

11.3 The Customer grants to the Supplier the right and licence to use the Customer's name and any associated logo in any and all promotional and marketing materials, including online materials.

11.4 The Customer shall promptly notify the Supplier of any claim, notification or allegation that the Customer receives that the Customer's use of the Platform infringes the IP Rights of any third party (a Claim). The Customer shall:

not make any admission of liability, agreement, settlement or compromise in relation to a Claim without the Supplier's prior written consent;
give to the Supplier's and its professional advisers all reasonable assistance as may be required in relation to a Claim;
at the Supplier's request, give us the exclusive control and right to defend a Claim and make settlements in relation to a Claim; and
mitigate the Customer's losses in relation to a Claim, including where requested to do so by stopping using the Platform.

11.5 On receipt of a notice under Condition 11.4, the Supplier shall at its sole expense either procure for the Customer the right to continue accessing and using the Platform or modify or replace the infringing part of the Platform to avoid the infringement.

11.6 Conditions 11.4 and 11.5 do not apply to the Customer Content and/or the Output to the extent based on the Customer Content.

12. Personal Data

12.1 The Supplier shall process Authorised User's personal data in accordance with the Supplier's privacy policy https://serpentsearch.com/privacy

12.2 Where necessary Authorised Users' personal data may be processed by AI Providers acting as the Supplier's sub processors.

13. Confidential Information

13.1 Confidential Information shall mean all information either marked as confidential or manifestly by its nature confidential whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, clients, Personnel or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).

13.2 We acknowledge that the Company Content and the Service Information to the extent based on the Customer Content are your Confidential Information, and we shall only use the Customer Content to provide the Services, which you acknowledge and agree means we will provide the Customer Content to the AI Provider you have chosen.

13.3 The Receiving Party shall not, and shall ensure that its Personnel shall not, use copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations and exercise its rights under these Terms.

13.4 The Receiving Party shall only disclose the Disclosing Party's Confidential Information to those of its Personnel to the extent that they need to know the same in order to carry out its obligations under these Terms and where those Personnel are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.

13.5 The provisions of above shall not apply to any Confidential Information which:

is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party;
is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or
is required to be disclosed by any court, government or administrative authority competent to require disclosure.

13. Disclaimer, Liability

13.1 Except as expressly set out in these Terms, all conditions, warranties and other terms which might otherwise be implied by statute, common law or otherwise (including any implied warranties of satisfactory quality, reasonable skill and care, fitness for a particular purpose, or non-infringement) are excluded to the fullest extent permitted by law in relation to the Platform and any Output. In particular, the Customer acknowledges and agrees:

the Platform uses third party machine learning tools and generative AI to generate the Output and therefore the Output may contain inaccuracies, omissions, errors, inconsistencies, bias or hallucinations and may not be suitable for the Customer's intended purpose;
the Output may include statements, opinions, recommendations, forecasts or other information generated automatically from the Customer Content and other sources;
Outputs are also derived from publicly available online sources at a given point in time and may not be representative or complete;
while the Supplier has used reasonable endeavours to include appropriate guardrails and protections in the Platform relating to certain inflammatory or dangerous key words, the Output may still contain problematic words if those words are present in the Customer Content;
the Platform may incorrectly attribute authorship or bylines. All bylines should always be verified by an independent search or media database enquiry;
the Supplier does not warrant or represent that any particular result, objective or outcome will be achieved or achievable through use of the Platform or reliance on the Output. The Outputs are for the Customer's consideration and do not constitute advice or recommendations, and are not a guarantee of accuracy, or a prediction of future events;
the Platform does not provide any assessment of legal compliance in relation to the Output, nor whether the Output can be practically implemented.

13.2 The Customer shall independently assess any Output, including where appropriate taking professional and legal advice before implementing any recommendation in the Output.

13.3 The Customer warrants that it has not relied on any oral representation made by us or on the Supplier's behalf, or on any descriptions, illustrations or specifications contained in any materials, including online materials, produced by us which are only intended to convey a general idea of the Platform. The Customer is responsible for determining whether the Platform is suitable for its intended purposes.

13.4 Subject to Condition 13.6, the Supplier shall not be liable to the Customer for:

loss of profits;
loss of business;
loss or corruption of data or information;
business interruption;
loss of reputation or goodwill;
loss of or wasted staff or management time;
any kind of special, indirect, consequential loss or pure economic loss; and/or
error, omission, failure to operate, loss or damage arising as a result of any error, omission or inaccuracy in the Customer Content.

The Customer agree that the provisions of this Condition 13.4 are severable.

13.5 Subject to Condition 13.6, the Supplier's total liability to the Customer for all claims or series of claims relating under these Terms whether in contract, negligence or otherwise for any damages, losses or expenses shall be limited to the Fee paid in the 12 months preceding the date the claim arose.

13.6 Nothing in these Terms limits or excludes the Supplier's liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation and/or any other liability that cannot lawfully be excluded under English law.

13.7 The limitations and exclusions in Condition 13 form an essential basis of the agreement between the parties and are reflected in the Fee.

14. AI Providers

14.1 To provide the Platform, the Supplier uses AI Providers. The Supplier only uses enterprise offerings that are designed for commercial use. Unless otherwise stated, Customer Content submitted through the Platform is not used by our AI Providers to train or improve their public foundation models.

14.2 The Supplier may replace, add or remove AI Providers at any time, provided this does not materially reduce the functionality of the Platform.

14.3 The Supplier may immediately suspend the Platform where the Supplier reasonably believes that use could cause the Supplier to breach its agreements with AI Providers.

15. Compliance

15.1 The Supplier operates the Platform in accordance with the Online Safety Act 2023 and in particular the Supplier carries out periodic reviews of risk assessments, and technical mitigations; and the Supplier responds promptly to any complaints and any incidents involving harmful or Illegal Content. The Supplier also monitors changes to the terms, policies and safety controls implemented by the AI Providers.

15.2 If the Customer has a complaint relating to the Platform, it should email serpent@wearetheromans.com and provide reasonable details of the nature of the complaint.

15.3 The Supplier will acknowledge receipt of the Customer's complaint within a reasonable period and will investigate it promptly and fairly. The Supplier may contact the Customer to request further information where necessary. Following the Supplier's investigation, the Supplier will notify the Customer of the outcome and any action the Supplier proposes to take.

16. General

16.1 These Terms constitute the entire agreement between the Supplier and the Customer regarding the Platform and replaces any previous discussions, agreements or understandings relating to the same subject matter.

16.2 The Supplier may from time to time send any important notices by email. Such notices may relate to matters including, but not limited to, changes to these Terms and increases to the Fees. To contact the Supplier, email serpent@wearetheromans.com.

16.3 The Supplier may transfer the Supplier's obligations and rights under these Terms to a third party.

16.4 The Customer may not transfer the Customer's obligations and rights under these Terms without the Supplier's express prior written permission.

16.5 These Terms are between the Supplier and the Customer. They are not intended to benefit any other person or third party in any way (including any Customer Client or AI Provider) and no such person or party will be entitled to enforce any provision of these Terms.

16.6 If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, such provisions shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.

16.7 No failure or delay by a party in exercising its rights under these Terms means that the party has waived that right, and no waiver of a breach of any provision of these Terms means that the affected party will waive any subsequent breach of the same or any other provision.

16.8 These Terms shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that any dispute arising from these Terms will be subject to the exclusive jurisdiction of the English courts.

16.9 The Supplier reserves the right to change and update these Terms at any time by publishing the change on the platform. If the Customer does not agree to the updated Terms, it may terminate use of the Platform, in accordance with Condition 10.1.

Serpent Search Software as a Service Terms