The terms that govern all usage of FirstEdit, offered by Intelligent Editing Ltd.
This Service Agreement (this "Agreement") governs all usage of the Service, defined below, offered by Intelligent Editing Ltd., a United Kingdom company ("Intelligent Editing", "we", "us" or "our"). By using the Service or any part of it in any way, you agree (on your own behalf as an individual, and if applicable, also on behalf of a Company) to this Agreement effective on the date that you first use or access the Service (the "Effective Date"). Capitalized terms used in this Agreement have the meanings provided herein.
YOU REPRESENT THAT YOU ARE AT LEAST EIGHTEEN YEARS OF AGE OR ANY HIGHER AGE IN YOUR JURISDICTION THAT IS REQUIRED TO FORM A BINDING CONTRACT. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (EITHER OF THE FOREGOING, A "COMPANY"), THEN YOU FURTHER REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY TO THIS AGREEMENT, IN WHICH CASE THE TERM "YOU" SHALL REFER TO SUCH COMPANY AND ITS AFFILIATES.
This Agreement is subject to occasional revision. If we make a material change to this Agreement, we may notify you by sending an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes within the interface of the Service itself. You are responsible for providing us with your most current e-mail address. If the last e-mail address that you provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to this Agreement will be effective upon 30 calendar days' notice. Your continued use of the Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by this Agreement as so amended.
The "Service" is FirstEdit, an AI-powered document editing agent offered by Intelligent Editing via firstedit.ai. The Service runs a first-pass edit on documents submitted by you, enforcing the house style rules, terminology preferences, and brand conventions that you configure. The Service uses artificial intelligence ("AI") to allow you to provide input ("Input") to the Service and to receive output generated by AI ("Output"), as further detailed on our website. The Service is an assistive tool; Output should be reviewed by a human professional. You can access the Service via a web browser, by email, or via our application programming interface ("API").
The following terms have the meanings given below in addition to other terms defined herein:
During the Term, we will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, 365 days a year, except for: (a) planned downtime (of which we will give at least 24 hours' advance electronic notice); (b) downtime resulting from downtime of our hosting provider or of any Third-Party Materials' providers; and (c) force majeure events as defined in this Agreement.
We will use commercially reasonable efforts to protect Your Data from disclosure to third parties. This commitment shall not apply to data, information or materials (a) that our Privacy Policy, this Agreement or other written agreements between you and us reserve our right to disclose in other ways; (b) that is or becomes in the public domain through no fault of us; (c) that is or becomes known to us via other means that do not violate your rights; (d) that we are required by law to disclose; or (e) that we disclose in order to pursue or enforce our legal rights against you or third parties.
Once the Service has completed its check, your original Document is deleted from all servers immediately. Where the Service produces an edited Output file for you to download, that file is made available for up to 24 hours and then deleted permanently. In no case is any Document retained for more than 24 hours. At any time after termination of this Agreement, we may permanently delete and destroy any remaining portion of Your Data. You accept the risk of such deletion and agree to maintain copies, stored outside of the Service, of any of Your Data that you do not wish to lose permanently.
Subject to and conditioned on your compliance with this Agreement, the Documentation and your Order Form (if applicable), including payment of any applicable Fees, we grant you and your Authorized Users a non-exclusive, non-transferable right (the "Use Right") to access and use the Service during the Term. If you are a Company, you shall ensure that your total number of Authorized Users throughout the Term does not exceed the number specified in your Order Form.
The Use Right includes the right of you and your Authorized Users to access and use the Service on any Authorized Computer, subject to the document allowance specified in your subscription plan or Order Form (the "Document Limit"). The Use Right excludes the conduct set forth in the "Restrictions on Use" section below.
Except as this Agreement states, the Use Right excludes the rights to, and you agree that you and your Authorized Users shall not:
Any use of the Service in breach of this Agreement by you or an Authorized User that in our judgment threatens the security, availability or functioning of the Service may result in our immediate suspension or termination of this Agreement without penalty to us and without refund of any applicable Fees to you or your associated Company if applicable.
We may temporarily suspend your access to any part or all of the Service if: (i) we reasonably determine that (a) there is a threat to the Service; (b) your use of the Service disrupts or poses a security risk to the Service, to us or to any other user; (c) you have used the Service for fraudulent or illegal activities; (d) you become the subject of any bankruptcy, liquidation, dissolution, or similar proceeding; (e) our provision of the Service to you becomes prohibited by applicable law; or (f) you are in material breach of this Agreement; (ii) any vendor of Intelligent Editing has suspended or terminated our access to or use of any Third-Party Materials; (iii) we receive a court order or law enforcement request directing such suspension; or (iv) you fail to make timely payment of any Fees owed to us.
In the case of any suspension pursuant to subclauses (i) through (iii) above, we will use commercially reasonable efforts to provide written notice before the suspension, to provide updates regarding resumption of access to the Service following the suspension, and to resume providing access to the Service promptly after the event giving rise to the suspension is cured. The notice described in this paragraph may be made by methods including e-mail messages to Authorized Users' e-mail addresses and/or posting alert messages on the Service.
We may modify the Service at any time during the Term, with or without prior notice to you. We will not be liable to you or to any third party for any modification or discontinuance. It may be necessary for us to perform repairs or maintenance or remotely patch or upgrade the Service, which may temporarily degrade the quality of the Service or result in a partial or complete outage.
We may allow you to provide us with comments or suggestions about us or the Service ("Feedback"). You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to copy, store and use any Feedback to develop new products, improve or modify the Service or as we may otherwise deem appropriate.
You hereby grant us a limited, worldwide, non-exclusive, non-transferable, royalty-free right and license, irrevocable except as provided herein, to use Your Data solely as necessary for Intelligent Editing to provide the Service to you and your Authorized Users pursuant to this Agreement and the Documentation. This includes the rights to receive, process and temporarily store your Input, and to transfer your Input to our third-party AI model providers for the purpose of generating Output. Your Data is not shared with those providers for any purpose other than delivering the Service to you, and is not used by them to train their AI models.
Your rights relating to the Service are limited to those rights expressly provided by this Agreement and those rights provided by applicable law.
If you become aware of any suspected misuse of a Service account, of any personal authentication credentials, or of any security incident related to your Service account, you shall notify us in writing within 48 hours at sales@firstedit.ai.
If you are a Company, you may appoint and authorize Administrators using the relevant features in the Service's interface. Each Administrator may: (a) invite and authorize individuals to be Authorized Users; (b) terminate the access of any particular Authorized User; and (c) terminate the Company's subscription using the cancellation tools in the Service's interface.
In consideration of your rights hereunder, you agree to pay Intelligent Editing those Fees specified in your subscription plan or Order Form. The Service is offered on a monthly subscription basis, entitling you to edit up to the number of Documents specified in your plan within each calendar month. Unused Document allowances do not roll over to subsequent months. All Fees are non-refundable except as required by applicable law and at Intelligent Editing's sole and absolute discretion. You are responsible for all applicable taxes.
The term of this Agreement begins on the Effective Date and, for paid subscriptions, continues for one month (the "Initial Term") unless terminated earlier or extended as described here. For enterprise accounts governed by an Order Form, the Initial Term is as specified in that Order Form.
After the Initial Term's end, this Agreement will automatically renew for successive Renewal Terms unless you cancel your subscription using the cancellation tools in the Service's interface before the start of the next Renewal Term. Any cancellation that complies with this section will irrevocably terminate this Agreement effective on the last day of the then-current Term. The "Term" means the Initial Term and all Renewal Terms together.
You will not be eligible for a prorated refund of any portion of the subscription fee if you cancel before the end of the applicable Term, but you may use your subscription until the end of the then-current Term. Fees applicable during a Renewal Term shall be at such amount as Intelligent Editing notifies you in writing at least ten days before the start of that Renewal Term. If Intelligent Editing provides no such notice, Fees in the next Renewal Term are the same as in the prior Term.
We may terminate this Agreement (a) immediately by notice to you if you have failed to cure any material breach of this Agreement within 14 days after receiving notice of same from us, or if you become insolvent, are liquidated or dissolved, or if any proceedings are commenced by, for or against you under any bankruptcy, insolvency or reorganisation of debts law; (b) on 14 days' notice to you if you have breached any payment obligation under this Agreement; or (c) with 90 days' notice to you for any reason.
Any termination of this Agreement will simultaneously and automatically terminate all licenses and access authorisations that it grants, excepting the Feedback license described above.
You represent and warrant to us that:
Each party will act as an independent contractor of the other with respect to this Agreement. This Agreement creates no agency, partnership, joint venture, or other joint or fiduciary relationship. Neither party may make any commitments binding on the other.
There are no third-party beneficiaries under this Agreement except as this Agreement may expressly provide.
You may not assign or transfer any of your obligations, licenses or rights under this Agreement without our prior written consent. We may assign this Agreement without your prior notice or consent.
Neither party will be held liable for failure to perform any obligation under this Agreement or for delay in performance resulting from any cause beyond that party's reasonable control, including without limitation any act of God, act of civil or military authority, act of war or terrorism, governmental action, power outages, civil disturbance, sabotage, fire, severe weather conditions, earthquake, flood, strike, work stoppage or other labor difficulty, or embargoes. The affected party's obligations will be suspended solely to the extent caused by the force majeure and so long as it lasts.
This Agreement will bind and inure to the benefit of the parties and their heirs, administrators, successors, and permitted assigns.
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
This Agreement is the entire understanding of the parties and supersedes all prior agreements between them concerning its subject matter. Any amendment must be in writing and expressly state that it is amending this Agreement.
Notices to us under this Agreement are deemed accepted only when sent by e-mail to sales@firstedit.ai. Notices to you are deemed accepted when we send them to the most recent e-mail address that you have provided to us in connection with your registration for the Service.
The following sections of this Agreement will survive this Agreement's termination, in addition to any other section expressly providing for its survival: sections 3.2 (non-disclosure); 3.3 (data deletion); 4.3 (restrictions on use); 4.6 (feedback); 4.7 (our rights and licenses); 4.8 (improvement and learning); 8 (disclaimers); 9 (limitation of liability); 10 (indemnification); 11.3 (assignment); 11.5 (severability); 11.6 (waiver); 11.7 (entire agreement); 11.8 (notices); 11.10 (governing law; venue; fees); 11.11 (government customers).
The laws of England and Wales, except for conflict-of-law rules, will apply to any dispute between you and us related to the Service or to this Agreement. Your use of the Service may also be subject to other local, state, national, or international laws.
Introduction. Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Intelligent Editing and limits the manner in which you can seek relief from us. Both you and Intelligent Editing acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Intelligent Editing's officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. In the unlikely event that Intelligent Editing has not been able to resolve a Claim after sixty (60) days, it shall be finally settled by binding arbitration in the United Kingdom. The arbitration will proceed in the English language. The governing law of the contract shall be the substantive law of the UK Arbitration Act 1996 (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving commercial contract disputes. The arbitrator shall be selected from an appropriate list of arbitrators in accordance with such Rules. Judgement upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
Costs of Arbitration. The Rules will govern payment of all arbitration fees.
To the extent that you or any of your Authorized Users are, or shall be during the Term, an agency, department, or other unit of any governmental entity in any country, this Agreement shall apply to the greatest extent of applicable laws.
Please contact us if you have any questions about this Agreement.
Intelligent Editing Ltd
86–90 Paul Street, London, United Kingdom EC2A 4NE