Platform Terms & Conditions

Last updated: 17 April 2025

SIGNATURE AI:  Terms and Conditions

These Signature AI Terms and Conditions, together with any relevant Order Form (if applicable) form the Agreement entered into by and between the Parties, which governs Customer’s rights to access and use the Signature AI Platform (including to generate certain Outputs).

Where there is no Order Form, this Agreement is entered into by and between Customer and Signature AI automatically when Customer concludes a purchase on the relevant order page and clicks to accept these Terms and Conditions. Where applicable, in respect of any person who concludes  such order on behalf of another person or entity, you represent and warrant that you have the full and sufficient authority to accept the Terms and Conditions on behalf of such other person or entity and all references to “Customer” herein are noted to be references to that other person or entity. 

Where applicable, to the extent of any inconsistency or conflict between any provision(s) of these Terms and Conditions and any provision(s) of the Order Form, the relevant provision(s) of the Order Form shall govern and prevail.

Unless otherwise defined in the body of the Agreement or above, any capitalised terms herein have the meaning given to them in Section 16.

THE PARTIES AGREE AS FOLLOWS:

1.     PLATFORM ACCESS

1.1    Platform Access. Subject to Customer’s and its Authorised Users’ continued compliance with this Agreement (including payment of all Fees in accordance with Section 4,  Signature AI grants Customer a limited, personal, non-exclusive, non-sublicensable and non-transferable (subject only to Section 15.6) right during the Term (a) for Customer and Customer’s Authorised Users (up to the limits on the number of such Authorised Users set out in the Customer’s chosen Pricing Plan, or as stated in the Order Form, if any) to access the Platform via the Platform Interface to use the ordinary features and functionalities of the Platform as part of its internal business operations. Where Customer is a marketing or advertising agency, use of the Platform to deliver services (including Outputs) to Customer’s own clients shall be deemed “internal business operations”, provided always that Customer’s use of the Platform is compliant with the terms of this Agreement (including but not limited to the terms of Section 5).

1.2   Authorised Users. Customer is solely responsible for the acts and omissions of its Authorised Users. Customer shall immediately notify Signature AI of any unauthorised use of any Authorised User’s usernames, passwords and other necessary credentials for the Platform (“Access Credentials”). Customer shall: (a) ensure that: (i) only Authorised Users access the Platform; and (ii) each Authorised User maintains the confidentiality of their Access Credentials; (b) not allow any Access Credentials allocated to an Authorised User to be used by more than one individual Authorised User; and (c) immediately notify Signature AI if any Authorised User ceases to be employed or otherwise engaged by Customer.

1.3  Additional Services.  In addition to making available the Platform, Signature AI shall also provide the Services to Customer. Signature AI shall provide any such Services in accordance with reasonable care and skill consistent with good industry standards and practices. 

1.4 Beta Testing. From time to time, Customer may have the option to participate in a programme where Customer and its Authorised Users are permitted at no additional cost to access certain Beta Products. Customer may only use the Beta Products to internally evaluate and test such Beta Products and for no other purpose whatsoever. The Beta Products are not generally available and are provided by Signature AI “as is”, without any conditions, warranties, representations, undertakings, or other terms either express or implied whatsoever (including as to non‑infringement, merchantability, satisfactory quality, use of reasonable skill and care or fitness for any particular purpose). Furthermore, Signature AI does not provide any indemnities or service level or availability commitments whatsoever in relation to the Beta Products (e.g., Sections 1.7 and 10.1 do not apply in respect of Beta Products). As Signature AI sees fit in its sole discretion, it may from time to time impose, and Customer shall comply with, certain additional restrictions or limitations on Customer’s and its Authorised Users’ use of the Beta Products. Signature AI may terminate Customer’s access to any Beta Product(s) at any time with or without notice, at which point Customer and its Authorised Users must stop using the Beta Product. Customer shall not disclose to any third party or publish (including via the internet or social media) details of any Beta Product (including details of any evaluation or testing (including any Outputs, results, screenshots, questions, or workflows) of the Beta Product) without Signature AI’s prior written consent.  

1.5 AI Models. Core elements of the Platform incorporate functionality of, or enable access to, certain artificial intelligence models, algorithms, and platforms (“AI Models”), which will be used as selected by the operation of the Platform as part of its agentic model-selection functionality that selects the optimised AI Model(s) to generate Outputs based upon Customer’s Inputs. Customer acknowledges and agrees to the selection and use of these AI Models to generate Outputs and otherwise to facilitate performance of this Agreement and operation of the Platform.

1.6   Responsible Use Guidelines. In connection with any use of the Platform (including generation of Outputs) and use of Outputs, Customer shall, and shall procure that its Authorised Users shall, comply with the Responsible Use Guidelines set out at www.signature.ai/responsibleuse (as may be varied from time to time on notice by Signature AI, including by posting any replacement guidelines online at www.signature.ai/responsibleuse or a webpage notified to Customer) (the “Responsible Use Guidelines”). Customer acknowledges that Signature AI may (but is under no obligation to) use certain technologies (including artificial intelligence-powered systems) to screen Inputs submitted to the Platform to block the generation of certain Outputs which would, or is assessed by such systems as likely to, breach the Responsible Use Guidelines.

1.7    Availability. Signature AI will use commercially reasonable efforts to maintain the operation and availability of the Platform subject always to (a) any scheduled or emergency maintenance or upgrades (including associated downtime); and/or (b) circumstances outside Signature AI’s reasonable control (including any Force Majeure Event); and/or (c) resulting from any breach, non-performance or any other default by Customer under this Agreement (including any failure to meet any of the dependencies set out in Section 7).

1.8 Free Trial. If you register for a free trial, we will make certain Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier), or (b) the start date of your chosen  Pricing Plan (the “Free Services”). Unless you purchase a subscription to the applicable Pricing Plan before the end of the free trial, all your data in the Free Services may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well. By starting a free trial, the Customer agrees to the full terms of this Agreement. The Free Services are not generally available and are provided by Signature AI “as is”, without any conditions, warranties, representations, undertakings, or other terms either express or implied whatsoever (including, but not limited to, non‑infringement, merchantability, satisfactory quality, use of reasonable skill and care, or fitness for any particular purpose). Furthermore, Signature AI does not provide any indemnities or service level or availability commitments whatsoever in relation to the Free Services (e.g., Sections 1.7 and 10.1 do not apply in respect of the Free Services). As Signature AI sees fit in its sole discretion, it may from time to time impose, and the Customer shall comply with, certain additional restrictions or limitations on the Customer’s and its Authorised Users’ use of the Free Services. Signature AI may terminate the Customer’s access to any Free Service at any time, with or without notice, at which point the Customer and its Authorised Users must stop using the Fee Service. The Customer shall not disclose to any third party or publish (including via the internet or social media) details of any Free Service (including details of any evaluation or testing, including any Outputs, results, screenshots, questions, or workflows) of the Free Service, without Signature AI’s prior written consent.

2.     OWNERSHIP AND LICENSING

2.1  Signature AI Ownership. As between the Parties, Signature AI retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to the Signature AI Technology. Customer will not acquire any right, title or interest in or to the Signature AI Technology (subject only to the limited rights expressly granted in Sections 1.1 and 2.3 (as applicable)), and Signature AI reserves all rights therein and thereto not expressly granted in this Agreement.

2.2    Customer Ownership. As between the Parties, Customer retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to all Inputs, Outputs and Connected Data.

2.3    Outputs. With respect to Outputs, Signature AI hereby automatically assigns all its Intellectual Property Rights in and to Outputs to Customer.

2.4    Licence to Signature AI. Customer hereby grants to Signature AI a non-exclusive, worldwide, royalty-free and fully paid-up licence during the Term to use any Customer Content, any Connected Applications, and under any other relevant Intellectual Property Rights owned or licensed by Customer, as necessary to provide, operate and make available the Platform to Customer in accordance with this Agreement. Furthermore, Customer acknowledges that Signature AI may collect and use general usage information about use of the Platform, to be compiled into an aggregated or de-identified form, for use to: (a) enhance, develop or improve the Signature AI Technology; (b) provide analytics and benchmarking services; and (c) generate and disclose statistics regarding use of the Platform, provided, however, that no Customer-only statistics will be disclosed to third parties.

2.5    No Training. Signature AI will not use any Customer Content, nor any Outputs, to create, train, test, refine or improve any artificial intelligence systems or models (including architectures, weights, (hyper)parameters, coefficients, embeddings, calibrations and algorithms (whether or not, instantiated in software code)) outside of the models that the Customer or Authorised Users specifically train by themselves using the Platform training tools (i.e. Customer-dedicated predictive models). Customer Content and/or Outputs may be used to train and improve any Customer-dedicated predictive model which is made accessible via the Platform solely to and for the benefit of Customer (each such model, a “Dedicated Model”). No Dedicated Model shall be made available by Signature AI for use by any other Signature AI customers.

3.    WORKSHOPS

Where it is agreed in the Order Form that the Parties shall participate in Workshops relating to the Parties’ performance of this Agreement, the following shall apply:

3.1. Workshops. Each of the Parties will participate in workshops designed to improve Customer’s and its Authorised Users’ ability to effectively use the Platform (“Workshops”).

3.2   Activities. The Workshops will involve: (i) demonstrations by Signature AI attendees of the best ways to utilise the features and functionalities of the Platform; and (ii) practical “exercises” where Customer’s Authorised Users execute a campaign brief using the Platform live in front of the Signature AI attendees at the Workshop, who then guide the Customer’s Authorised Users as to best ways to use the Platform for that purpose.

3.3. Duration and Location. Workshops shall last one day (approximately eight hours, including breaks for refreshments and lunch) and will be held via remote meeting or in-person at a location to be agreed by the Parties, as identified in the Order Form.

3.4. Fees and Expenses. The Fees payable for the Workshop (if any) shall be as shown in the Order Form. Unless otherwise agreed in the Order Form, Customer will pay Signature AI’s reasonable and evidenced out-of-pocket expenses incurred in attendance of any in-person Workshops, which shall be added to the Fees shown in the invoices issued pursuant to Section 4.

4.     FEES 

4.1    Payments. Customer shall pay the Fees in advance in accordance with this Section 4 and any relevant terms of the Order Form.

4.2    Invoicing and Payment. In respect of Customers with an Enterprise Plan, and Customers with  a Professional Plan who elect to pay by invoice, Signature AI shall issue the Customer with invoices in respect of any Fees that become due and payable. The Customer shall pay the amounts shown in all such invoices in full into the Signature AI bank account (or such other account as directed by Signature AI) within thirty (30) days of the invoice date, unless otherwise agreed in the applicable Order Form. For Customers on a Professional Plan who elect to pay by credit card or other authorised electronic payment method, the terms of Section 4.3 (Payment Processing) shall apply in respect of such payment method, including the authorisation of charges and applicable payment failure provisions.

4.3 Payment Processing. In respect of Customers with a Starter Plan, and Customers with a Professional Plan who elect to pay by credit card or another authorised electronic payment method, (a) the Customer acknowledges that Signature AI uses a third-party service provider for payment services (including card acceptance, merchant settlement, and related services) (a “Third-Party Payment Processor”); (b) Signature AI shall process the Customer’s payment for the Fees (including any Fees payable in respect of any Renewal Term(s)) via its appointed Third-Party Payment Processor; (c) the Customer shall provide complete and accurate payment and billing information and maintain a valid, authorised payment method by which it shall pay the Fees; (d) the Customer hereby authorises Signature AI, and its appointed Third-Party Payment Processor, to charge such payment method for all Fees that become due and payable under this Agreement, and agrees that no additional notice or consent is required for such purpose; (e) if the Customer’s payment method is rejected, or if payment of the Fees cannot otherwise be processed via that method, Signature AI shall notify the Customer, and the Customer shall promptly pay the Fees by another mechanism acceptable to Signature AI. Pending receipt of payment, Signature AI may suspend the Customer’s and its Authorised Users’ access to the Platform and/or provision of the Services as described in Section 4.6 (Late Payments); and (f) the Customer acknowledges and agrees that this Agreement shall automatically renew, and that the authorised payment method shall continue to be charged for the then-current Fees applicable to the Customer’s Starter Plan or Professional Plan, unless and until the Agreement is terminated in accordance with its terms (including Sections 12.3 and 12.4). 

4.4    Fees. All Fees: (a) shall be payable in the currency shown on [www.signatureai/pricing] or otherwise displayed to Customer during the ordering process (as applicable) unless otherwise agreed in the Order Form; (b) are non-cancellable and non-refundable unless and to the extent expressly provided otherwise in this Agreement; and (c) are exclusive of any and all taxes (including value added tax).

4.5   Upgrades: Customer may upgrade their chosen Pricing Plan at any time during the Term. The upgrade will take effect immediately, and the Fees for the upgrading Pricing Plan will be calculated on a pro-rata basis of the remainder of the then-current Term. The Term shall continue without renewal or extension as a result of the upgrade. Customer may only downgrade their chosen Pricing Plan following the completion of the Initial Term, or the then-current Renewal Term (as applicable) by notifying Signature AI in accordance with Section 12.

4.6   Fee Changes. Signature AI reserves the right to increase the Fees following the Initial Term, and each Renewal Term thereafter, provided that Signature AI will provide notification of any such increase at least ninety (90) days in advance of the end of the Initial Term or then-current Renewal Term (as applicable).

4.7   Late Payments. In addition to any other rights or remedies available to Signature AI, if Customer fails to pay any sums by the due date: (a) any such sums will accrue interest equal to the higher of: (i) six percent (6%) per annum above the Bank of England’s base lending rate from time to time; or (ii) the default statutory rate applicable from time to time under the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly, from the time the indebtedness arose, with interest on all overdue interest accruing at the same rate and calculated and payable in the same manner until fully paid, whether before or after judgment; and (b) Signature AI may suspend the provision of any access to the Platform upon five (5) days’ prior notice until payment of the sums is made by Customer in full without liability to Customer or prejudice to any other rights or remedies available to Signature AI in the circumstances.

5.     RESTRICTIONS

5.1 Customer shall not, and shall not suffer, allow, assist or enable any other person (including Authorised Users) to do any of the following: (a) use the Platform, Documentation and/or any Outputs in any manner or for any purpose that is restricted by or inconsistent with this Agreement and/or applicable law; (b) use the Platform or Outputs in connection with any brand, project, or workspace for which the Customer or relevant Authorised Users do not have current access rights or authorisation; (c) provide, resell, or otherwise make the Platform or Documentation available to any third party, except as expressly permitted under the Agreement; (d) automatically publish or otherwise make Outputs available without appropriate human intervention, review, and approval; (e) use the Platform, Documentation and/or any Outputs to create, market or distribute any product or service that is similar to, competitive with, or otherwise imitates, replicates or seeks to replicate the Platform (or any features or functionalities of the Platform), or any other part of the Signature AI Technology; (f) engage in competitive analysis or benchmarking of the Platform without Signature AI’s prior written consent; (g) contest, challenge or otherwise make any claim or take any action adverse to Signature AI’s ownership of, or interest in, the Signature AI Technology; (h) reuse, disseminate, copy, or otherwise use the Signature AI Technology in a way that infringes, misappropriates, or violates any Intellectual Property Rights or other right of Signature AI or any third party; (i) introduce to the Platform any ‘back door’, ‘drop dead device’, ‘time bomb’, ‘Trojan horse’, ‘virus’ or ‘worm’ or any other code, software routine or instructions designed or intended to disrupt, disable, harm or otherwise damage or impede the operation of the Platform, Signature AI Technology or any device, system, data or file owned or controlled by Signature AI or any third party; (j) circumvent, disable, or interfere with security-related, authentication-related, copy-protection or rate-limiting features of the Platform; (k) impose, or attempt to impose an unreasonable or disproportionately large load or strain on the Platform infrastructure; (l) remove, alter or obscure any trademark,, copyright or  other proprietary notice appearing in or on the Platform, Documentation, or Outputs; (m) reverse engineer, decompile, unbundle, disassemble or create derivative works based on any part of the Platform or the Signature AI Technology, unless and to the extent such activity is unavoidably permitted under the laws of Customer’s jurisdiction for the purpose of achieving lawful interoperability; (n) (re)create, access, inspect or derive any underlying models (including architectures, weights, (hyper)parameters, coefficients, embeddings, calibrations and algorithms (whether or not, instantiated in software code)), and/or data used to train or create those models which are part of the Platform and/or any Third-Party AI Models (including as part of any so-called ‘model extraction’, ‘model inference’ or ‘model inversion’ techniques or similar), which are part of the Platform (including, the AI Models); (o) modify, copy, resell, rent, lease, sub-licence, load, merge, adapt, translate, or create derivative works of, the Platform and/or the Documentation save as expressly permitted by Signature AI under this Agreement (p) use the Platform in a manner that breaches any applicable third-party terms or policies, including those of Connected Applications or APIs (collectively, “Third-Party Terms”); (q) use the Platform, Outputs, or Documentation in a manner that contradicts any use-based restrictions expressly set forth in this Agreement or in an applicable Order Form; or (r) take any action designed or intended to do any of the foregoing. 

5.2 A breach of this Section 5 constitutes a material breach of this Agreement for the purposes of Section 12.5. In addition to any other rights or remedies available to Signature AI, Signature AI may immediately suspend or restrict the Customer’s and/or its Authorised Users’ access to the Platform and/or the Services for any actual or suspected breach of this Section 5, without liability to the Customer.

6.    WARRANTIES AND DISCLAIMERS

6.1   Customer Warranty. Customer warrants and represents on an ongoing basis that it has, and undertakes that it shall continue to have for the duration of this Agreement at all relevant times, all necessary rights, power, consents and authority: (a) to use Customer Content and Connected Applications under, and in the fashion described in and contemplated by, this Agreement; and (b) and to grant Signature AI the rights and licences set out in Section 1.

6.2   Limited Warranties. Each Party warrants and represents on an ongoing basis that it has, and undertakes that it shall continue to have for the duration of this Agreement at all relevant times, the requisite power, capacity and authority to enter into this Agreement, to perform and carry out its the obligations under this Agreement. Signature AI warrants that, during the Term, the Platform will materially conform to the then-current Documentation when used in accordance with that Documentation and the provisions of this Agreement; provided that such warranty shall not apply: (a) in the event that Customer has breached this Agreement and/or Customer fails to meet any of the dependencies outlined in Section 7; or (b) to any defects or issues arising as a result of: (i) any modification by any person other than Signature AI or its expressly authorised agents; and/or (ii) use of the Platform in combination with other products, hardware, equipment, software, or data not expressly authorised by Signature AI to be used with the Platform.

6.3  Disclaimer. Except as expressly provided in this Agreement, the Platform, Services, and the Outputs are provided “as is” and to the fullest extent permitted by law, Signature AI disclaims all conditions, warranties, representations, undertakings, or other terms, which might have effect between the Parties with respect to the Platform, Services, Documentation and/or the Outputs, or otherwise be implied or incorporated into this Agreement, whether by statute, common law, custom or otherwise, including any implied conditions, warranties, undertakings or other terms relating to satisfactory quality, accuracy, reasonable skill and care, fitness for any particular purpose, non-infringement, ability to achieve a particular result or arising from course of dealing or usage of trade. Furthermore, Customer acknowledges that Signature AI: (a) gives no express or implied warranty, representation, nor undertakings that the Outputs do not infringe third party rights (including Intellectual Property Rights), nor that any Outputs will constitute valid, subsisting or enforceable Intellectual Property Rights and/or be capable of registration in any jurisdiction; (b) does not warrant, represent, endorse, support or guarantee the completeness, truthfulness, accuracy, legality, originality, reliability, performance, appropriateness, fitness for purpose or any other attributes of any Outputs; and (c) shall not be responsible for reviewing or attempting to verify the accuracy or currency of any Outputs. Customer shall be solely responsible for Customer’s use of the Platform, the Services,  and any Output and for evaluating the fitness of any Output as appropriate for Customer’s specific use case or any other purpose.

7.    CUSTOMER DEPENDENCIES

Customer shall: (a) implement and maintain effective security policies and procedures to prevent unauthorised disclosure of Access Credentials and unauthorised access to the Platform; (b) secure any systems and devices Customer and its Authorised Users use to access the Platform; (c) ensure that all Authorised Users of the Platform only access the Platform using a supported version of the systems and technologies (e.g., browsers, operating systems etc.) that are listed in the Documentation as supported by Signature AI from time to time; (d) ensure that it has an internet connection with adequate bandwidth for Authorised Users to access and use the Platform; (e) ensure that it maintains connectivity to the extent necessary to prevent network performance degradation; and (f) maintain all necessary back-up copies of all Customer Content, and Customer further acknowledges that it, and not Signature AI, is solely responsible for doing so.

8.   CONNECTED APPLICATIONS AND THIRD PARTY SERVICES

8.1  Connected Applications. Certain elements of the Platform may permit or enable Customer and/or its Authorised Users to link or otherwise connect or integrate Customer’s Connected Applications to the Platform (including via certain pre-built integrations). By connecting any Connected Application to the Platform, Customer (a) represents and warrants that it is entitled to link or otherwise connect the Connected Application to the Platform; and (b) instructs Signature AI to access and/or share any Customer Content with the relevant providers of such Connected Applications. Customer acknowledges and agrees that Signature AI may access Connected Data so that it may be used in accordance with the terms of this Agreement. 

8.2  Third-Party Services.  Certain elements of the Platform may incorporate functionality of, or enable access to, certain third-party pools, systems, applications and artificial intelligence models, algorithms, and platforms (“Third-Party Service(s)”), which will be used as selected by  the operation of the Platform as part of its agentic model-selection functionality that selects the optimised Third-Party Service to generate Outputs based upon Customer’s Inputs. Customer acknowledges that by using the Platform, it is instructing Signature AI to share Customer Content with the relevant providers of such Third-Party Service(s) as may be so selected in order to facilitate performance of this Agreement and operation of the Platform. 

8.3 No Liability. Customer acknowledges that such Third-Party Services and any Connected Applications are not under Signature AI’s control and Signature AI is not responsible for those Third-Party Services nor Connected Applications, and Signature AI will have no liability for any unavailability or failure of any Third Party Service or Connected Application, or any third-party provider’s decision to discontinue, suspend or terminate any Third-Party Service or Connected Application. To the fullest extent permitted by law, Signature AI expressly disclaims any and all express or implied conditions, warranties, representations, undertakings, or other terms of any nature relating to Third-Party Service or Connected Applications.

9.   DATA PROTECTION

The Signature AI Data Processing Addendum shown from time to time at: https://www.signature.ai/legal/data-processing-addendum or any successor webpage (the “DPA”) shall apply in accordance with its terms in relation to Signature AI’s Processing of Customer Personal Data on Customer’s behalf in performance of this Agreement. If and where the DPA applies in accordance with the foregoing, to the extent of any inconsistency or conflict between any provision(s) of this Agreement and any provision(s) of the DPA, the relevant provision(s) of the DPA shall govern and prevail in preference to any relevant provision(s) of this Agreement insofar as they relate to Signature AI’s Processing of Customer Personal Data. Any capitalised terms used in this Section 9, but not defined in this Agreement, shall have the meaning given to them in the DPA.

10.  INDEMNITIES

10.1  Signature AI Indemnities. Subject to Sections 10.2, 10.3 and 10.4, Signature AI shall indemnify Customer from and against Losses incurred by Customer as a result of damages and costs (including reasonable legal and professional fees and disbursements) awarded in final judgment or agreed in final settlement of any third party Claim against Customer that: (a) any Output infringes, misappropriates or violates the Intellectual Property Rights of that third party (this indemnity, the “Output Indemnity”); and (b) Customer’s use of the Platform (excluding always any Outputs or any use thereof) within the scope of the rights granted to Customer under this Agreement, infringes, misappropriates or violates the Intellectual Property Rights of a third party. The obligations set forth in this Section 10.1 as they may apply in the circumstances shall constitute Signature AI’s entire liability and Customer’s sole remedy for any actual or alleged infringement, misappropriation or violation of any Intellectual Property Rights of a third party arising out of or in connection with this Agreement.

10.2  Customer obligations. Customer shall: (a) notify Signature AI in full, accurate and complete detail in writing promptly (and in any event within three (3) Business Days) after it becomes aware of any event or any Claim, which it believes may give rise to a claim for indemnification under Section 10.1 (an “Indemnified Claim”); (b) allow Signature AI sole authority to control the defence and settlement of any Indemnified Claim; (c) provide Signature AI with all reasonable cooperation in the defence of such Indemnified Claim; and (d) not settle or compromise any Indemnified Claim or make any admission of liability without the express prior written consent of Signature AI. In the event of any Indemnified Claim, at its option, Signature AI may elect to: (x) modify or replace all or any relevant part of the Platform so that it becomes non-infringing; (y) obtain any required licence(s) to use the applicable third-party Intellectual Property Rights; or (z) terminate this Agreement on written notice to Customer and refund to Customer any pre-paid Fees pro-rated to reflect the remainder of the Initial Term or then-current Renewal Term (as applicable).

10.3  General Indemnification Exclusions. Signature AI shall have no liability whatsoever to Customer under either indemnity set out in Section 10.1 in respect of any Indemnified Claims to the extent arising directly or indirectly as a result of: (a) any breach, non-performance or any other default by Customer under this Agreement (including any failure to meet any of the dependencies set out in Section 7); (b) any use of the Platform in combination with other products, hardware, equipment, software, data or other Content not expressly authorised by Signature AI; (c) any modification by any person other than Signature AI or its expressly authorised agents; (d) the Customer Content and/or any use thereof by any person; (e) any Third-Party Services; (f) any Connected Applications; and/or (g) any continued use of the Platform after Customer is told to cease such use or following Customer’s knowledge that the Platform is subject to a claim of infringement of any third-party Intellectual Property Rights.

10.4  Output Indemnification Exclusions. Signature AI shall have no liability whatsoever to Customer under the Output Indemnity in respect of any Indemnified Claims arising directly or indirectly as a result of: (a) any modification to any Output by any person other than Signature AI or its expressly authorised agents; (b) use of any Output by any person in connection with any Content (including Customer’s Inputs) that, alone or in combination, infringe, misappropriate or violate any third party’s Intellectual Property Rights; (c) Customer’s or its Authorised Users’ intentional, negligent or reckless generation of an Output that infringes, misappropriates or violates any third party’s Intellectual Property Rights (including where the Input would itself have given rise to the Indemnified Claim); (d) the context in which any Output is used; and/or (e) any continued use of an Output after being told to cease such use or following Customer’s knowledge that the Output is subject to a claim of infringement of any third-party right (including Intellectual Property Rights).

10.5  Customer Indemnity. Customer agrees to indemnify Signature AI on demand for, and hold harmless Signature AI from and against, any and all Losses suffered or incurred by Signature AI arising out of or in connection with any third party Claim brought, made or threatened against Signature AI that: (a) any Customer Content (excluding any Outputs, unless and to the extent resulting from the circumstances set forth in Section 10.4) infringes, misappropriates or violates the rights (including Intellectual Property Rights) of any third party; or (ii) Customer’s breach of this Agreement.

11.    LIMITATION OF LIABILITY

11.1   Unlimited Liability. Nothing in this Agreement limits or excludes the liability of either Party: (a) for death or personal injury caused by its negligence; (b) for fraud or fraudulent misrepresentation; (c) under the indemnities under Section 10.1(b) and Section 10.5 (as applicable); (d) for any other act, omission, or liability which may not be limited or excluded by applicable law; or (e) in respect of Customer, Customer’s liability to pay Signature AI any sums due and payable under this Agreement.

11.2   Exclusions. Subject only to Section 11.1, Signature AI shall not in any circumstances be liable whether in contract, tort (including for negligence), breach of statutory duty (howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for: (a) any (i) loss, damage or liability (in each case whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill, anticipated savings or wasted expenditure (including management time); or (ii) special, indirect or consequential loss or damage whatsoever, in each case (i) and (ii) however arising under or in connection with this Agreement and even if Signature AI was aware of the possibility that such loss or damage might be incurred; or (b) any loss, damage or liability (in each case whether direct or indirect) arising as a result of (i) Customer’s or any third party’s use of any Output (save to the limited extent such liability arises under the Output Indemnity and then subject always to Section 11.3(a)); (ii) any loss or corruption of data or information; (iii) any breach, non-performance or any other default by Customer under this Agreement; (iv) any failure by Customer to comply with any applicable law, regulation or applicable code of practice; (v) Customer’s failure to ensure each Authorised User maintains the confidentiality of its Access Credentials; and/or (vi) any third-party’s use of, or reliance upon, any Output Ownership Certificate.

11.3  Liability Cap. Subject to Section 11.1 and 11.2, Signature AI’s total aggregate liability to Customer: (a) under the Output Indemnity shall under no circumstances exceed £100,000 (one hundred thousand pounds) or the total Fees paid by the Customer under this Agreement in the twelve (12) months immediately preceding the first event (or first event in any series of connected events) giving rise to the Claim; and (b) in respect of any and all other Claims (whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise) arising in connection with the performance or contemplated performance of this Agreement shall under no circumstances exceed one hundred per cent (100%) of the Fees paid by Customer under this Agreement in the twelve (12) months immediately preceding the first event (or first event in any series of connected events) giving rise to a Claim against Signature AI, provided always that the existence of more than one Claim or event (or series of connected events) from which liability arises shall not enlarge the limits set out in this Section 11.3(b).

11.4 For the avoidance of doubt, Signature AI uses Customer Content solely to train, fine-tune, or adapt models for the Customer’s exclusive use. Signature AI does not use Customer Content to train shared or general-purpose models and does not incorporate Customer Content into any model or output provided to other customers.

12.   TERM AND TERMINATION

12.1  Commencement and duration. This Agreement shall commence on the Effective Date and continue for the Initial Term. Unless terminated earlier in accordance with this Agreement,  it shall automatically renew for successive Renewal Terms.

12.2 In respect of Customers with an Enterprise Plan, or Professional Plan who pay by invoice, either Party  may terminate this Agreement by giving the other Party at least sixty (60) days’ prior written notice before the end of the Initial Term or then-current Renewal Term, such termination to take effect at the end of the relevant term. 

12.3 In respect of Customers with a Starter Plan or a Professional Plan where payment is made via a Third-Party Payment Processor, the Customer may terminate this Agreement at any time with effect from the end of the then-current billing period by cancelling the subscription through this account or via the interface provided by Signature AI’s payment processor. The Agreement shall terminate automatically upon the expiry of the billing period for which Fees have already  been paid.  

12.4 Signature AI may terminate this Agreement in respect of any Plan by providing written notice to the Customer prior to the end of the initial Term  or then-current Renewal Term, such termination to take place at the end of the applicable term.

12.5  Termination. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if the other Party: (a) commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so; or (b) becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, suffers the presentation of any petition, the making of any order shall or the passing of any resolution for its winding up (except for the purposes of a bona fide solvent amalgamation or reconstruction), bankruptcy or dissolution, otherwise proposes or enters into any composition or arrangement with its creditors or any class of them, ceases to carry on business or claims the benefit of any statutory moratorium, or undergoes any similar or equivalent process in any jurisdiction. The Parties acknowledge and agree that failure by Customer to pay any Fees when due shall constitute a ‘material breach’ for the purposes of Section 12.5(a).

13.  CONSEQUENCES OF TERMINATION

13.1  Consequences. On termination of this Agreement: (a) notwithstanding Section 4, Customer shall promptly (and in any event within ten (10) Business Days of the date of termination) pay Signature AI any outstanding balances owing to Signature AI under this Agreement; (b) any and all licences, permissions and authorisations granted to Customer and/or its Authorised Users by Signature AI under this Agreement will terminate automatically (for the avoidance of doubt, Customer shall cease to use, and cause the cessation of all use of, the Platform prior to the date of termination); (c)  Signature AI shall delete and destroy any Dedicated Model(s); (d) Signature AI shall cease to collect Connected Data for Customer and disable any connections to Connected Applications; and (e) each Party will promptly return all Confidential Information received from the other Party, together with all copies, or certify (on request from the other Party) in writing that all such Confidential Information and copies thereof have been destroyed.

13.2  Limitations. Any obligation to return, destroy or permanently erase Confidential Information outlined in Section 13.1 shall not apply: (a) in respect of any Confidential Information, that Signature AI may be entitled to retain as necessary to comply with any legal, regulatory, judicial, audit, or internal compliance requirements; (b) in respect of any Confidential Information retained by a Third-Party Service or Connected Application, in accordance with any relevant terms governing use thereof; and (c) to any Confidential Information that is retained by Signature AI on electronic back‑up media made in the ordinary course of business and from which it cannot readily be isolated from other information and deleted, provided that, in each case, the provisions of Section 14 shall continue to apply to Signature AI’s retention of any such Confidential Information at all relevant times.

13.3  Survival and accrued rights. Any provision of this Agreement that either expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.

14.    CONFIDENTIAL INFORMATION

14.1. In this Agreement, “Confidential Information” means any information that is clearly labelled or identified as confidential, or reasonably ought to be treated as being confidential. Confidential Information excludes any information which: (a) is or becomes publicly known other than through a breach of this Agreement; (b) was in the receiving Party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the receiving Party and that independent development can be shown by contemporary written evidence. Neither Party shall use the other’s Confidential Information for any purpose other than the performance and enjoyment of the obligations and rights set out in this Agreement. Each Party shall keep the other’s Confidential Information confidential and, except as otherwise provided in this Agreement, shall limit access to the other’s Confidential Information to Authorised Users (with respect to Customer) or to those employees, agents, representatives or subcontractors who have a genuine ‘need to know’, who are subject to confidentiality obligations no less restrictive than those set forth in this Section 14, and who have been informed of the confidential nature of such Confidential Information.

14.2. Notwithstanding the foregoing, the receiving Party may disclose the other’s Confidential Information to the limited extent that such disclosure is required by law or by the order of a court or similar regulatory or administrative body; provided that the receiving Party shall promptly notify the other Party in writing of such required disclosure and shall cooperate with the other Party if the other Party seeks a protective order in relation to any such disclosure and/or any limitations on the further use and disclosure of such Confidential Information. 

15.    GENERAL

15.1    Marketing. For Starter Plan and Professional Plan customers, Signature AI may use the Customer's name and a description of the technology and services provided under this Agreement in case study marketing content, lists of or references to clients on its website and/or in proposals, and other marketing materials, unless the Customer explicitly requests otherwise in writing. For Enterprise Plan customers, Signature AI may only use the Customer's name and description of the technology and services in case study marketing content, lists of or references to clients on its website and/or in proposals, and other marketing materials with the prior written consent of the Customer. Signature AI may also disclose the existence of this Agreement in its public filings, reporting, and compliance documentation, as required by applicable laws or regulations.

15.2    Export Controls; Sanctions. Customer shall comply with all applicable laws relating to sanctions, embargoes, trade and export controls with respect to its enjoyment, implementation and performance of this Agreement (including use of any Outputs). Furthermore, Customer represents and warrants (on an ongoing basis) that: (a) neither it, nor any of its officers or shareholders, is designated on or under any of the U.S. Department of Treasury’s List of specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders, the UK consolidated sanctions lists, the EU consolidated sanctions lists, and/or any other list of sanctioned, prohibited or restricted parties or territories from time to time (each, a “Sanctions List”); and (b) no entity or person (whether natural or legal) that controls, is controlled by, or is under common control with Customer (where “control” means the direct or indirect power to direct the affairs of an entity through voting power, economic or contractual interest or otherwise), or that is otherwise acting on behalf, or for the benefit, of Customer, is designated on or under any Sanctions List.

15.3  Feedback. If Customer provides feedback, suggestions or recommendations to Signature AI regarding the Signature AI Technology, including any flaws, error, bugs, anomalies, problems with and/or suggestions, desired features or improvements relating to the Platform and its ongoing development (“Feedback”). Both during and after the Term, Signature AI may use and incorporate Feedback without restriction or obligation for compensation in connection with its business, products and services.

15.4   Force Majeure. No Party will be in breach of this Agreement nor liable for any failure to perform its obligations under this Agreement if that failure results from circumstances beyond its reasonable control (including, in respect of Signature AI, any failure resulting from the action or omission of a provider of any Third-Party Service and/or any Connected Application, or any unavailability of any Third-Party Service and/or any Connected Application, resulting from circumstances beyond Signature AI’s reasonable control) (a “Force Majeure Event”). If a Force Majeure Event continues for three (3) months, the unaffected Party may terminate this Agreement by giving thirty (30) days’ written notice to the other Party.

15.5   Subcontracting. Signature AI may engage any third party to perform its obligations under this Agreement (including to providers of Third-Party Services), provided that Signature AI shall remain liable to Customer for performance of such obligations (subject to the exclusions and limitations outlined herein).

15.6   Assignment. The Customer will not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, without the prior written consent of Signature AI; provided that, Customer may, with not less than five (5) Business Days’ prior notice to Signature AI, assign the benefit of this Agreement (in whole and not in part) in connection with Customer undergoing a change of control (with “control” for these purposes meaning the power of a person to secure that the affairs of Customer are conducted in accordance with the wishes of that person either: (a) by means of the holding of shares, or the possession of voting power, in or in relation to Customer or any other entity; or (b) as a result of any powers conferred by the articles of association or any other document regulating Customer or any other entity). Signature AI may at any time freely assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

15.7   Notices. Any notice required to be given under this Agreement will be sent by email to the Notice Address set out in the Order Form. Notices will be deemed to have been received at the time of transmission as shown by the sender’s records (or if sent outside business hours, at 9am on the first Business Day following its dispatch). A Party may change its details given on the Order Form by giving written notice to the other Party.

15.8  Variation. Unless and only to the extent expressly permitted in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

15.9  Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

15.10 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties relating to the matters contemplated by this Agreement (including any and all Output Ownership Certificate(s), each of which is incorporated by reference into this Agreement) and supersedes all previous agreements (if any and whether in writing or not) between the Parties in relation to such matters. The Parties acknowledge and agree that, except as otherwise expressly provided for in this Agreement, they are not entering into this Agreement on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a Party to this Agreement or not) in relation to the subject matter of this Agreement, provided that nothing in this Agreement shall exclude any Party from liability for fraud or fraudulent misrepresentation.

15.11 No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

15.12 Rights of Third Parties. There are no third-party beneficiaries under this Agreement, and a person who is not a Party to this Agreement shall not be entitled to enforce any of its terms (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).

15.13   Governing law and jurisdiction. The Agreement and all matters arising from it (including any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation) shall be governed by, and construed in accordance with, the laws of England. In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement (including any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation) (for the purposes of this Section 15.13, “Proceedings”) each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inappropriate forum provided that a judgment or order of any court may be enforced in any court of competent jurisdiction.

16.      INTERPRETATION

16.1     The following definitions apply to this Agreement (including its recitals, above):

“Authorised Users” means those of Customer’s employees or other staff or service providers who are authorised to use the Platform on Customer’s behalf under this Agreement.

“Beta Product” means any feature or functionality of the Platform, which is made available by Pencil on a ‘beta’, pre-release or evaluation basis.

“Business Day” means any day which is not a Saturday, Sunday or public holiday in London, United Kingdom.

“Claim” means any claim, demand, complaint, proceeding or other action.

“Connected Application” means any system or application owned or controlled by Customer, which is connected to the Platform by, on behalf or at the direction of Customer (including through Customer’s linking of its account for a Connected Application with the Platform using integrations made available as part of the Platform).

“Connected Data” means any Content made available within the Platform that is transmitted to the Platform via any Connected Applications.

“Content” means any text, images, audio, video, data or any other information.

“Customer” means the person or entity who is a counterparty to the Agreement (where applicable,  as identified in the Order Form).  

“Customer Content” means any Inputs and/or Connected Data, together with any Outputs.

“Documentation” means any manuals, instructions, user guides published by Signature AI that describe the Platform and its use, operation, features and functionality.

“Fees” means the fees for: (i) Customer’s subscription to the Platform according to Customer’s chosen Pricing Plan, and (ii) any other additional services to be provided by Signature to Customer, as set out in the Order Form.

“Initial Term” means the relevant subscription term selected by Customer on the order page prior to purchase of a Pricing Plan to access the Platform, or where applicable, the Initial Term set out in the Order Form. 

“Inputs” means any Content input by Customer and its Authorised Users to be processed by the Platform to create Outputs.

“Intellectual Property Rights” means all copyright and related rights, patents, rights to inventions, utility models, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), so-called ‘personality rights’ and ‘publicity rights’ (including rights to natural person’s name, image and likeness), and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Losses” means all losses, liabilities, damages, costs, claims, charges, regulatory fines, demands, actions and expenses (including legal and professional fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties).

“Order Form” means an order form signed by the Parties for the purchase by Customer of a Professional Plan or an Enterprise Plan, plus any associated Services, which incorporates these Terms and Conditions.

“Outputs” means any image or video (together with any text as may be embedded therein) that is generated by the Platform based on Inputs and/or Connected Data using the ordinarily-available functionality(ies) of the Platform (from time to time) for that purpose.

“Platform” means Signature AI’s cloud-based software‑as‑a‑service ‘Signature AI’ platform as described in the Documentation, which is owned, operated and/or licensed by Signature AI (including, where the context permits, the Platform Interface).

“Platform Interface” means the standard web interface via which Customer may access the Platform (being https://www.studio.signature.ai or any successor page notified to Customer).

“Pricing Plan” means any of the Starter Plan, the Professional Plan or the Enterprise Plan chosen by Customer as described at www.signature.ai/pricing or any other successor page notified to Customer.

“Renewal Term” means the relevant subscription term selected by Customer on the order page prior to purchase of a Pricing Plan to access the Platform or, where applicable, the Renewal Term set out in the Order Form. 

“Services” means those services which Signature AI agrees to provide under this Agreement as part of the relevant Pricing Plan selected by Customer, including where applicable as selected on the order page for a subscription, or pursuant to an Order Form.

"Signature AI” means Signature AI Ltd, a company incorporated and registered in the United Kingdom with company number 15689879 whose registered office is at 68-80 Hanbury Street, London, England, E1 5JL.

“Signature AI Technology” means collectively (i) the Platform, as updated from time to time; (ii) any and all other technology and software owned or used by Signature AI under or in connection with the Platform, software code (in any form including source code and executable or object code), neural networks, models (including architectures, weights, (hyper)parameters, coefficients, embeddings, calibrations and algorithms (whether or not, instantiated in software code)) and other computer systems or technologies; (iii) any benchmarking, analytics or technical data relating to the performance or operation of the Platform; (iv) the Documentation as updated and amended from time to time; and (v) any and all Intellectual Property Rights in or to each of (i)-(iv). 

“Term” means the Initial Term and any Renewal Term(s) terms.

16.2  The following rules of interpretation shall apply in this Agreement: (a) to the extent not defined in this Section 16 or elsewhere in these Terms and Conditions, the capitalised terms set out as headings in the Order Form shall have the meaning given to them in the Order Form; (b) any reference to this Agreement terminating shall, where the context requires, include a reference to this Agreement terminating by expiry of the Term; (c) the words “include” and “including” (or similar) shall be construed as illustrative only and shall not limit the sense of the description, definition, phrase or term(s) that comes before the relevant term; and (d) any reference to the “Parties” means Signature AI and Customer and “Party” shall mean one of them.