Dated: 24 October 2023
TERMS OF SERVICE
Introduction
Thank you for choosing to use the In The Roomplatform and the products, services and features we make available to you as part of the platform(collectively, the “Service”). The Service is provided by In The Room GlobalLtd, a company registered in England with company number 10877981 and havingits registered office at 73Cornhill, London, United Kingdom, EC3V 3QQ ("In TheRoom" or "Us").
Our Service
The Service allows you to create and shareconversational AI enabled video content and acts as a creation and distributionplatform. Additionally, our Service provides you with AI generated questionsubsets to help you create your Content (defined below).
Applicable Terms
Your use of the Service is subject to theseterms, the Acceptable Use Policy, Privacy Policy and the Cookie Policy(together, the "Agreement").
Please read this Agreement carefully and makesure you understand it. If you do not understand the Agreement, or do notaccept any part of it, then you may not use the Service.
Whomay use the Service?
Age Requirements
You may use the Service if you are at least18 years old.
Businesses
If you are using the Service on behalf of acompany or organisation, you confirm to us that you have authority to act onbehalf of that entity, and that entity accepts this Agreement.
Your Use of the Service
Content on theService
The Service allows you to create content utilising ourproprietary conversational media platform and includesyour videos, audio (for example spoken word and music and other sounds),graphics, photos, text (such as comments and scripts), branding (including tradenames, trademarks,service marks, or logos), and other materials (collectively, "Content”). Content may be provided to the Service and distributed via your ownplatform or other distribution service. Content is the responsibility of theperson or entity that provides it to the Service, and you represent and warrantthat you have obtained all necessary permissions to use any images, video,audio, or other media of any other person in the Content.
Your Information
Our Privacy Policy explains how we treat yourpersonal data and protect your privacy when you use the Service.
We will process your created Content to theService in accordance with our Privacy Policy.
Permissions andRestrictions
You may access and use the Service as madeavailable to you, as long as you comply with this Agreement and the law.
The following restrictions apply to your useof the Service. You are not allowed to:
1. access, reproduce, download,distribute, transmit, broadcast, display, sell, license, alter, modify orotherwise use any part of the Service or any Content except as specificallypermitted by the Service;
2. circumvent, disable, fraudulentlyengage, or otherwise interfere with the Service (or attempt to do any of thesethings), including security-related features or features that: (a) prevent orrestrict the copying or other use of the Service; or (b) limit the use of theService;
3. access the Service using anyautomated means (such as robots, botnets or scrapers) except as permitted byapplicable law;
4. use the Service to distributeunsolicited promotional or commercial content or other unwanted or masssolicitations (spam);
5. misuse any reporting, flagging,complaint, dispute, or appeals process, including by making groundless,vexatious, or frivolous submissions; or
6. resell the Service or any Servicecredits to any other party without the prior express written agreement of InThe Room Global Ltd.
Reservation
Any right not expressly granted to you inthis Agreement remains the right of In The Room or the respective rightsholders. This means, for example, that using the Service does not give youownership of any intellectual property rights in the Content you access(including any branding used on or displayed in the Service).
Develop, Improveand Update the Service
In The Room is constantly changing andimproving the Service. As part of this continual evolution, we may makemodifications or changes (to all or part of the Service) such as adding orremoving features and functionalities, offering new digital services ordiscontinuing old ones. We may also need to alter or discontinue the Service,or any part of it, in order to make performance or security improvements, makechanges to comply with law, or prevent illegal activities on or abuse of oursystems. These changes may affect all users, some users or even an individualuser. If we make material changes that negatively impact your use of theService or affects your Subscription Plan (as defined below) or if we stop offering any part ofthe Service, we’ll provide you with reasonable advancenotice, except in urgent situations such as preventing abuse, responding tolegal requirements, or addressing security and operability issues.
Your Content and Conduct
Uploading Content
You can access the Service via [insertweblink]. You can create your Content to promote your business or enterprise.If you choose to upload that Content, you must not submit to the Service anyContent that does not comply with this Agreement or the law. For example, butnot limited to:
(a) the Content you submit must notinclude third-party intellectual property (such as copyrighted material) unlessyou have permission from that party or are otherwise legally entitled to do so;
(b) such Content shall not be illegal, or be deemed to be illegal nor carryany information or messaging which is or could be deemed to be illegal; or
(c) such Content shall not containexplicit or material considered to be pornography, hate related material,racism, or any material reasonably expected to incite hate or violence againstany person or organisation.
Youare legally responsible for the Content you submit to the Service. We may useautomated systems that analyze your Content to help detect infringement andabuse, such as spam, malware, and illegal content.
Rights you Grant
You retain all of your ownership rights inyour Content. In short, what belongs to you stays yours. However, we do requireyou to grant certain rights to In The Room, as described below.
Licence to In TheRoom
By utilising the Service, you grantto In The Room a perpetual, worldwide, non-exclusive, royalty-free,transferable, sublicensable licence to use that Content for the purpose ofoperating, promoting, and improving the Service.
Removing YourContent
You must remove your Content if you no longerhave the rights required by these terms.
Removal of ContentBy Us
If we reasonably believe that any of yourContent (1) is in breach of this Agreement or (2) may cause harm to In TheRoom, or third parties, we reserve the right to remove such Content from theService. We will notify you with the reason for our action unless we reasonablybelieve that to do so: (a) would violate the law or the direction of a legalenforcement authority, or would otherwise risk legal liability for In The Room;(b) would compromise an investigation or the integrity or operation of the Service;or (c) would cause harm to any third party, or In The Room. You may appeal suchdecision by email us contact@intheroom.global.
Account Suspension and Termination
Terminations by You
You may stop using the Service at anytime. For the avoidance of doubt, ifyour Subscription Plan (as defined below) includes embeddable conversations,such embeddable link will be deactivated at the end of your fully paid-upSubscription Plan period.
Terminations andSuspensions by In The Room
In The Room reserves the right to suspend orterminate your Service account or your access to all or part of the Service if:(a) you materially or repeatedly breach this Agreement; (b) we are required todo so to comply with a legal requirement or a court order; or (c) we reasonablybelieve that there has been conduct that creates liability or harm to any thirdparty, or In The Room.
Notice forTermination or Suspension
We will notify you with the reason fortermination or suspension by In The Room unless we reasonably believe that todo so: (a) would violate the law or the direction of a legal enforcementauthority; (b) would compromise an investigation; (c) would compromise theintegrity, operation or security of the Service; or (d) would cause harm to anythird party, or In The Room.
Effect of AccountSuspension or Termination
If your account is terminated or your accessto the Service is restricted, you may continue using certain aspects of theService (such as viewing only) without an account, and this Agreement will continueto apply to such use. If you believe your that the termination or suspensionhas been made in error, you can appeal by email Us at contact@intheroom.global.
Subscription to the Service
You can choose the appropriate subscription to the Servicethat fits your needs; these range from a free plan, to an all encompassingenterprise plan ("Subscription Plan").
The fee for your Subscription Plan is as set out in theSubscription page when you signup to use the Service viahttps://studio.intheroom.global/.
The fee for your Subscription Plan is exclusive of VAT orother similar sales taxes. For customers based in the UK, VAT will bechargeable at the current rate applicable in the UK for the time being.However, if the rate of VAT changes in the course of your Subscription Plan, InThe Room will adjust the rate of VAT you pay in time for your next payment,unless you have already paid for your Subscription in full before the change inVAT takes effect.
We reserve the right to change the fee for yourSubscription plan from time to time and well will provide you with notice ofsuch change in sufficient time prior to the automatic renewal of yourSubscription Plan.
By using the Service, you agree that In The Room can debityou the amount of your subscription fee based on the Subscription fee of yourchosen Subscription Plan, in accordance with the payment frequency specified inthe Subscription Plan that you have elected.
You may not pause your Subscription Plan but you retainyour right to cancel your Subscription Plan in accordance the relevantprovisions of this Agreement. Once cancelled, your Subscription Plan willcontinue for the remainder of the period left on your existing SubscriptionPlan.
Other Legal Terms
Warranty
We provide the Service with reasonable careand skill.
Disclaimer
By law, consumers have certain rights thatcannot be excluded or altered by a contract. Nothing in this Agreement affectsthose rights you may have as a consumer. Other than as expressly stated in thisAgreement or as required by law, In The Room does not make any specificpromises about the Service. For example, we make no promise about the qualityof the conversations you have created nor the usability or compatibility oncethe Content has been embedded to your distribution channel (typically beingyour website).
Limitation ofLiability
Allusers: Nothing in this Agreement is intended to exclude or limit any party’sliability for: death or personal injury; fraud; fraudulentmisrepresentation; or any liability that cannot be excluded or limited by law.
To the extentpermitted by applicable law, In The Room will not be responsible for:
1. losses that were not caused by InThe Room breach of this Agreement;
2. any loss or damage that was not,at the time that this Agreement was formed between you and In The Room, areasonably foreseeable consequence of In The Room breaching this Agreement; or
3. the Content submitted by you, orfor the defamatory, offensive, or illegal conduct not directly attributable toIn The Room.
If you are using the Service for the purposeof your trade, business, craft or profession, to the extent permitted byapplicable law, the following limitations of liability will also apply:
1. In The Room will not beresponsible for lost profits, revenues, or data; loss of opportunity oranticipated savings; indirect or consequential losses, or punitive damages (inall cases whether such losses were foreseeable or not); and
2. In The Room total liability forany claims arising from or relating to the Service is limited to the equivalentof one year's fee of your chosen Subscription plan.
About this Agreement
Binding Nature
By choosing to usethe Services, irrespective of the Subscription Plan, you have agreed, on behalfof yourself, and if you are a business or an organisation, then for and onbehalf of such business and organisation to accept the terms set out in thisAgreement, together with any other document referenced in this Agreement suchas the Privacy Policy.
Changing thisAgreement
We may change this Agreement, for example, toreflect changes to our Service or how we do business - for example, when we addnew products or features or remove old ones, (2) for legal, regulatory, orsecurity reasons or (3) to prevent abuse or harm.
If we materially change this Agreement, we’ll provide you withreasonable advance notice and the opportunity to reviewthe changes, except (1) when we launch a new product or feature, or (2) inurgent situations, such as preventing ongoing abuse or responding to legalrequirements. If youdon’t agree to the new terms, you should remove any Content you uploaded and stop using the Service.
Continuation ofthis Agreement
If your use of the Service ends, thefollowing terms of this Agreement will continue to apply to you: “Other Legal Terms”, “About ThisAgreement”, and the licenses granted by you to Us willcontinue.
Severance
If it turns out that a particular term ofthis Agreement is not enforceable for any reason, this will not affect anyother terms.
Assignment
In The Room may transfer all or part of itsobligations under this Agreement to an affiliate or, if In The Room is sold, toa third party.
No Waiver
If you do not comply with this Agreement andwe do not take action immediately, this doesn’t mean that we are giving up any rights that we may have (suchas the right to take action in the future).
Governing Law
This Agreement, and your relationship with Usunder this Agreement will be governed by the laws of your country England andWales, and the English courts shall have exclusive jurisdiction to determinematters arising out of or in connection with this Agreement, the Service, andyour relationship with Us.
Version 1: 24 October 2023
