ModelMill Terms & Conditions

Acceptable Use Policy Data Protection Addendum ModelMill Terms & Conditions Privacy Policy for Recruiting Privacy Policy for Website Security Trademarks Website Terms & Conditions

Definitions and interpretation.
1. In this EULA: (i) "Acceptable Use Policy" means Our acceptable use policy, as updated from time to time, available at Acceptable Use Policy; (ii) "Effective Date" means the date on which You accept the terms of this EULA; (iii) "Evaluation Period" means the period commencing on the Effective Date and expiring on [the date communicated by Us in writing to You at the time You create an account to access and use the Software]; (iv) "Derived Data" means (except to the extent it comprises Your confidential information within the meaning of clause 9 (Confidentiality) or Personal Data) any and all data derived from Your use of the Software, including any data, analytics, or analysis derived from User Data, any aggregated and anonymised data derived from Your use of the Software and the processing of any User Data and Outputs, any data processed and stored as mathematical constructs, and any metadata concerning Your use of the Software (for example, the number of connections and volume of data); (v) "DPA" means Our data processing addendum, as updated from time to time, available at 'Data Protection Addendum' (and "Controller", "Data Protection Legislation", "Processor", "Personal Data", and "Personal Data Breach" are each defined in the DPA); (vi) "EU AI Act" means the European Union's Regulation 2024/1689, as amended from time to time; (vii) "Outputs" means any and all outputs, recommendations, statistics, information, predictions, warnings, guidance, responses, and materials generated, produced, created, or displayed by the Software in response to, or based on, User Data (if applicable), but excluding software, code, or related models; (viii) "Restricted Data" means any and all biometric data, data subject to financial-services, payment-card, credit-reporting, or securities-regulation legislation applicable in any relevant jurisdiction, and/or any special-category Personal Data (as defined in the Data Protection Legislation); (ix) "Software" means Our proprietary logic-based artificial-intelligence platform known at the date of this EULA as "ModelMill" and made available to You via the cloud (whether accessed via app.literal-labs.ai, an API, or otherwise) subject to these Evaluation Terms on a trial, evaluation, beta-access or testing, preview, pre-release, prototype, or pilot basis; (x) "User Data" means any and all code, data, information, files, materials, content, text, inputs, prompts, instructions, questions, queries, images, documents, and other media inputted, uploaded, transmitted, entered into, or submitted via or using the Software by You.
2. Unless the context requires otherwise, words in the singular include the plural and vice versa. Headings are for ease of reference only and will not affect the construction of this EULA. Words preceding "include", "includes", or "including" will be construed without limitation by the words following them. A reference to giving "notice" means giving written notice in accordance with clause 11 (Notices), but any reference to "notifying" or giving "notification" will not necessitate communication by way of notice.
3. Any conflict or inconsistency between any of the provisions in this EULA will be resolved in accordance with the following descending order of precedence: (i) clause 10 (Data protection) of these Evaluation Terms; (ii) the DPA; and (iii) the remainder of these Evaluation Terms.
Your access to and use of the Software.
1. Subject to clause 2.2 and in consideration of You agreeing to abide by this EULA, We grant to You a non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Software as a service. For clarity, You will receive no title to any copy of the Software itself.
2. Each of the rights and licences granted in clause 2.1 is conditional upon Your access to and use of the Software being solely and strictly: (i) during the Evaluation Period only; and (ii) for trial and evaluation purposes only and never in any live or production environment or for any commercial purpose.
3. The Software is made available to You during the Evaluation Period free of charge and no fees are payable by You under these Evaluation Terms.
4. You must be at least 18 years old to access and use the Software. You must maintain a secure password and keep it confidential and secure against unauthorised access or use. You will not (and will not permit anyone else to) share or allow the use of Your login credentials. You must notify Us in writing as soon as You become aware of any unauthorised access to or use of the Software.
5. Where You are provided with access to the Software via an API, You are solely responsible for ensuring compatibility with Your existing network and systems. If Your access to the Software is made available through third-party plug-ins or APIs, We will (to the fullest extent permitted by applicable law) have no liability for the performance of those third-party plug-ins or APIs or their compatibility with the Software.
6. You may not provide access to the Software to, or permit such access by, anyone else.
7. Your access to and use of the Software may be subject to usage or rate limits that We may communicate to You in writing from time to time. If You reach these limits, We reserve the right, without liability to You, to suspend Your access to the Software until We notify You otherwise.
8. We reserve the right to monitor Your access to and use of the Software at all times to ensure compliance with this EULA, including the provisions of clauses 2.2 and 3 (Acceptable use and restrictions).
Acceptable use and restrictions.
1. You must at all times comply with Our Acceptable Use Policy.
2. You must not at any time: (i) use the Software, or allow the Software to be used, in any live or production environment or to build a competing product or service; (ii) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; (iii) decompile, reverse compile, disassemble, reverse-engineer, or otherwise reduce to human-perceivable form all or any part of the Software or discover or detect any underlying components of the models, algorithms, or systems of the Software (including the weights of models); (iv) obtain, or assist anyone else in obtaining or trying to obtain, access to any part of the Software other than as explicitly permitted under this EULA; (v) intentionally circumvent any restrictions on access to or availability of the Software, including by way of circumventing any rate limits or restrictions or bypassing any protective measures or safety mitigations; (vi) lease, distribute, assign, sell, resell, transfer, rent, exploit, or otherwise make the Software available to anyone else; or (vii) use the Software or any Outputs: (A) in connection with or for the purposes of any activities stipulated in Article 5 of the EU AI Act; or (B) in connection with or for any of the purposes falling within the scope of Article 6 of the EU AI Act or for any military, defence, national security, or related purposes.
3. Any contravention by You of the provisions of this clause 3 (Acceptable use and restrictions) is an irremediable material breach of this EULA that will entitle Us, without prejudice to Our other rights and remedies available to Us under this EULA or at law, to terminate this EULA with immediate effect.
Term and termination.
1. This EULA will commence on the Effective Date and, subject to earlier termination in accordance with its provisions, will continue for the duration of the Evaluation Period, at the end of which it will automatically expire without notice. You may not access or use (or permit any other person to access or use) the Software after the Evaluation Period unless You enter into a separate written agreement with Us to access, deploy, integrate, and/or use the Software thereafter.
2. Without prejudice to any other rights or remedies available to Us under this EULA or under applicable laws, We may terminate this EULA for any reason by giving to You written notice (having immediate effect).
3. Immediately upon the termination or expiry hereof or upon Our request (whichever is earlier):
  1. any provision hereof that expressly or by implication is intended to come into or continue in force on or after such termination or expiry will remain in full force and effect;
  2. all rights and licences granted by Us to You hereunder will immediately cease to be valid and will cease to have effect and, accordingly, You will cease accessing or making any use of any Software made available to You; and
  3. each Receiving Party (as defined in clause 9.1) will promptly and irretrievably delete all Confidential Information of the Disclosing Party in its custody, possession, or control, except to the extent retention is required by applicable law (in which case such Confidential Information will remain subject to this EULA). We are under no obligation to retain any User Data after the termination or expiry of the Evaluation Period and may delete it without notice or liability to You. You accept and acknowledge that any customisations of the Software made for Your benefit during the Evaluation Period may be permanently lost upon such termination or expiry.
Proprietary rights.
1. You acknowledge that all right, title, and interest in and to the Software, including associated intellectual property rights and any and all rights in the relevant source code and/or algorithms, are owned by and will remain with Us (or Our licensors). Except as specified herein, You are granted no right, title, interest, or licence hereunder in or to any part of the Software.
2. You retain all rights, interest, and title in and to User Data and Your confidential information (within the meaning of clause 9 (Confidentiality)). It is entirely Your responsibility to ensure that User Data is properly structured and classified in a way that is compatible with the Software.
3. You acknowledge and accept that, due to the nature of the Software and artificial intelligence generally, any particular Output may not be unique to You and other users of the Software may receive similar output. If any new intellectual property rights arise in any Outputs newly created as a result of Your use of the Software, You will own such intellectual property rights.
4. You hereby grant to Us, for the duration of the Evaluation Period only, a non-exclusive, royalty-free, fully paid-up, worldwide, and sublicensable licence to access, use, reproduce, process, format, transmit, prepare derivative works (including the right to create Derived Data) based upon, display to You, and otherwise use User Data and Outputs. You warrant and represent that You have all necessary rights, permissions, consents, approvals, authorisations, and licences to provide User Data to Us pursuant to this EULA and that Our use of it in accordance with this clause 5.4 will not infringe any third-party rights, including any intellectual property rights. Without prejudice to clause 5.5, We will not use any raw User Data to train or improve Our or any third party's artificial-intelligence models.
5. We will absolutely own all rights, interest, and title (which will vest automatically in Us) in and to any modifications, adaptations, developments, or derivative works of or to the Software resulting from Your use of or access to the Software ("Improvements") and in and to the Derived Data. If, by operation of law or otherwise, the foregoing is not effective, We will have all exclusive rights of use and exploitation in the Improvements and the Derived Data, unlimited as to time, territory, and exploitation method and without charge to Us or compensation to You or any third party.
6. You will promptly provide to Us such feedback and suggestions for improvement relating to the Software as We may reasonably request. We may use and exploit any such feedback and suggestions without charge or limitation. You and We each acknowledge and agree that We may, without charge or limitation, use any Outputs to improve or enhance the Software, subject to Our compliance with clauses 9 (Confidentiality) and 10 (Data protection). For clarity (and subject to Our compliance with clause 9 (Confidentiality)), nothing in this EULA will preclude Us from using any general information, ideas, concepts, know-how, techniques, programming routines and subroutines, methodologies, processes, skills, or expertise that Our staff retain in their unaided memory and derive from the performance of this EULA, and which are no more than skilful variations of general processes known to the artificial-intelligence or information-technology industries (and, as such, do not constitute proprietary or confidential information).
7. You acknowledge that modelMill® is Our registered trade mark and You are not granted any rights, title, or interest in or to that trade mark.
Third-party tools.
1. The Software may include or permit connections to third-party software, models, tools, files, products, or services ("Third-Party Tools"), and certain parts of the Software may include or permit You to use output generated by those Third-Party Tools ("Third-Party Output"). Third-Party Tools and Third-Party Output are subject to their own respective terms and conditions, and We are not responsible for them.
2. You represent and warrant that, prior to using any Third-Party Tools: (i) You have a valid agreement with the relevant provider; (ii) such agreement does not conflict with this EULA; and (iii) You will remain in compliance with such agreement. Subject to clause 8.1, We are not liable to You for any losses, liabilities, claims, or damages that You may suffer or incur arising out of, under, or in connection with Third-Party Tools or Third-Party Output.
3. We may make certain third-party open-source artificial-intelligence models available for use with the Software. Use of such models is subject to this EULA, and any accompanying open-source licences are provided for notice and attribution purposes only. You acknowledge that: (i) We act as a service provider in respect of such models; (ii) We are not responsible for their testing, training, inputs, outputs, or use; and (iii) You are solely responsible for all activities related to them.
Additional disclaimers.
1. The Software is made available to You entirely on an "as is" and "as available" basis, and Your use of and access to the Software during the Evaluation Period is entirely at Your own risk. To the fullest extent permitted by applicable law, We make no warranties, representations, guarantees, or assurances relating to the Software or Our products and services (including any support services) and hereby expressly disclaim all warranties, express or implied, including those of merchantability, fitness for a particular purpose, interoperability, and non-infringement. No information or advice obtained by You from Us will create any warranty or representation not expressly stated in this EULA.
2. Without prejudice to clause 6.1, and to the fullest extent permitted by applicable law, We do not represent or warrant (or accept any liability howsoever arising) that: (i) Your use of the Software during the Evaluation Period will meet Your requirements, whether or not communicated to Us; (ii) access to or use of the Software during the Evaluation Period will be uninterrupted, timely, always accessible or available, secure, or free from errors, defects, bugs, or viruses; (iii) any Outputs will be complete, accurate, or fit for any particular purpose; (iv) any error, defect, bug, or problem will be resolved within any particular period; or (v) the Software is compatible or interoperable with (or can be integrated with) any other software or with any particular hardware or equipment. We are not responsible for any such integration.
3. We may at any time and without notice suspend or restrict access to the Software, or otherwise require You to cease accessing or using the Software, where: (i) We reasonably suspect that You have contravened this EULA or the applicable terms of use or have otherwise misused Our services; (ii) required by law, court order, or governmental or regulatory order; or (iii) We reasonably believe that You have provided Us with false or inaccurate information or that Your account or access to or use of the Software is associated with the activities of any of Our direct competitors. In addition, We may at any time without notice and without liability to You carry out scheduled or emergency maintenance (including temporary suspension of the Software, if necessary) to maintain or modify the Software.
4. We may make changes to the functionality and features of the Software from time to time without notice to You.
5. You acknowledge, understand, and accept that:
  1. You must exercise Your own independent judgement when reviewing any Outputs and are solely responsible for any decisions that You make using the Software. So far as applicable law allows, We accept no responsibility for the decisions that You make after receiving or reviewing any Outputs or for Your interpretation of any Outputs and will not be liable for any consequences of Your acts, omissions, or delays; and
  2. the Software is powered by artificial-intelligence technologies that are still improving in accuracy and reliability. Accordingly, all Outputs (which are probabilistic in nature and depend upon User Data entered into the Software) are for initial guidance and general informational purposes only and are provided for Your convenience. You acknowledge and accept that Outputs may be inaccurate, erroneous, objectionable, derogatory, inappropriate, offensive, or otherwise unsuitable for Your intended purpose. You acknowledge that there is no human involvement in the generation of any Outputs to verify their accuracy, quality, or fitness for any particular use, reliance, or consumption. Any recommendations, suggestions, or actions made or taken by the Software or contained in any Output, and the manner in which any Output has been generated, do not reflect Our views and are not endorsed or approved by Us. We do not guarantee that any information contained in any Output is accurate, complete, up to date, or applicable to Your or anyone else's needs, and (so far as applicable law allows) use of that information is solely at Your own risk. To the fullest extent permitted by applicable law, We exclude Our liability for any errors, omissions, or inaccuracies in any Output.
LIABILITY.
1. THIS CLAUSE 8 IS DRAWN TO YOUR ATTENTION.
2. Nothing in this EULA will limit or exclude liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any matter in respect of which it would be unlawful to exclude or restrict liability.
3. Subject to clause 8.1, We will not have any liability whatsoever (howsoever arising, whether in contract, tort (including negligence), or otherwise) for any: (i) direct or indirect loss of (or damage to) profit, sales, savings, business, opportunity, revenue, turnover, agreements, or reputation; (ii) direct or indirect wasted costs or expenditure (including management time); (iii) direct or indirect loss of use or corruption of, or damage to, software, data (including User Data and Outputs), or information (except where this constitutes a Personal Data Breach, in which case the DPA will apply); (iv) direct or indirect losses arising out of the lawful termination of this EULA; (v) any losses, liabilities, costs, claims, damages, or expenses arising directly or indirectly out of Your access to or use of the Software in a live environment or otherwise in breach of this EULA; or (vi) indirect, incidental, consequential, special, punitive, or exemplary losses, liabilities, or damages. We will have no liability for any delay or failure to perform any of Our obligations caused by events outside Our reasonable control, including failure or diminishment of power or telecommunications or data networks or services, failure by a third-party supplier to fulfil its obligations, and any cyber-attack or denial-of-service attack.
4. Subject to clause 8.1 and in light of clause 2.3, Our total liability for any losses, costs, claims, expenses, or damages resulting from any claim arising out of or relating to this EULA, including but not limited to liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, will not in the aggregate exceed £500 GBP.
5. You will on first demand fully indemnify Us and keep Us fully indemnified from and against any and all losses, costs, damages, expenses, and liabilities that We may suffer or incur as a direct or indirect result of: (i) Your contravention of any part of the Acceptable Use Policy; or (ii) any third-party claim that any User Data violates or infringes anyone's rights, including without limitation any intellectual property rights.
6. You and We agree that the limitations of liability set forth herein represent a reasonable allocation of risk and are a fundamental element of the basis of the bargain between You and Us.
Confidentiality.
1. You and We (each respectively a "Receiving Party") each undertake not to disclose to any person or use any confidential information concerning the business or intellectual property rights of the other party (the "Disclosing Party"), or such other information which ought reasonably to be regarded as the confidential information of the Disclosing Party, except as permitted herein. Information will not be deemed confidential if it: (i) is, or becomes, publicly known other than through a breach of this EULA; (ii) is in the possession of the Receiving Party prior to receipt from the Disclosing Party; (iii) is independently developed by the Receiving Party; or (iv) is lawfully disclosed to the Receiving Party by a third party not subject to a confidentiality obligation relating to such disclosure. For clarity, any technical documentation that We provide to You in relation to the Software (including any information referred to in Article 11(1) and Annex IV of the EU AI Act, irrespective of the applicability thereof to the activities contemplated hereunder) is Our Confidential Information.
2. Each Receiving Party may disclose the Disclosing Party's confidential information: (i) to its staff or advisers who need to know such information for the purpose of exercising the Receiving Party's rights or undertaking its obligations hereunder (the "Permitted Purpose"), provided such Receiving Party ensures that such persons fully comply with this clause 9 (Confidentiality) as though it applied to them and that such Receiving Party will be liable for any failure of such persons to do so; or (ii) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority. No Receiving Party will use the Disclosing Party's confidential information for any purpose other than the Permitted Purpose.
3. You will not initiate or participate in any action or conduct tending to injure, bring into disrepute, ridicule, damage, or destroy the goodwill of Our organisation or business.
Data protection.
1. We and You will each comply with applicable Data Protection Legislation. Where User Data is entered into the Software, You will have sole responsibility for the accuracy, quality, integrity, legality, and right(s) for Us to use and process such User Data. We will be a Processor of any Personal Data contained in User Data, and the DPA will apply.
2. Unless You have Our express and specific prior written consent (which consent will be at Our sole and absolute discretion), You may not enter, submit, upload, or transmit into or via the Software (or allow anyone else to do so) any Restricted Data. You will on first demand fully indemnify Us from and against any losses, costs, damages, fines, penalties, expenses, and liabilities arising from Your breach of this clause 10.2.
Notices.
1. Any notice given under or in connection with this EULA must be in writing and sent by email to service@literal-labs.ai where We are the intended recipient or, where You are the intended recipient, to the email address You provide or confirm to Us.
2. Any notice will be deemed received on the next business day in England after transmission, provided no error message, out-of-office or other automated reply, bounce-back, or other notification of a failure of or delay in transmission is received by the sending party within 48 hours of attempted transmission.
Miscellaneous.
1. This EULA does not create any agency, fiduciary, partnership, employment, joint venture relationship, or any exclusive arrangement between You and Us, and We may provide the Software and Our services and products to any other third party.
2. You acknowledge and confirm that You are accessing and using the Software wholly or mainly for professional development or research purposes related to Your area of academic or professional expertise, and not as a consumer for domestic or household use.
3. We may assign, novate, subcontract, or otherwise transfer any of Our rights or obligations under this EULA. You may not do likewise without Our prior written consent.
4. This EULA constitutes the entire agreement between You and Us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between You and Us, whether written or oral, relating to its subject matter.
5. We may update these Evaluation Terms, the Acceptable Use Policy, and/or the DPA from time to time by written notification to You, including to take into account new features or functionality or changes in applicable law or regulatory requirements. We will give You not less than 14 days' prior notice of any changes to these Evaluation Terms that are expected to materially impact You via email. If You do not agree to any changes, You may terminate this EULA during such notice period by giving written notice to Us, in which case clause 4.3 will apply. If You continue to access or use the Software after the expiry of such notice period, You will be deemed to have accepted the updated Evaluation Terms, Acceptable Use Policy, and/or DPA (as applicable). Except as stated in this clause 12.5, no variation of this EULA will be effective unless We agree to it in a signed written document.
6. If any provision or part-provision of this EULA is or becomes invalid, illegal, or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the remainder of this EULA. No failure or delay by either party in exercising any right or remedy under this EULA or at law will constitute a waiver of, or prevent or restrict the future exercise of, that or any other right or remedy.
7. You will comply with all applicable laws, rules, and regulations governing export that apply to the Software (or any part of it) and will not export or re-export the Software (or any part of it) to, or access or use the Software in (or permit the use of the Software in), any territory for which an export licence or other approval is required under applicable law without having first obtained it.
8. No one other than You or Us will have any right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this EULA.
9. This EULA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it will be governed by and construed in accordance with English law. You and We irrevocably agree that the courts of England will have exclusive jurisdiction to settle any such dispute or claim.