Riverflow Terms of Use

Introduction

These terms and conditions are a legal agreement ("Terms of Use") between you ("User" or "you") and Sourceful Ltd (company number 11260656) at Colony, 5 Piccadilly Place, Manchester, England, M1 3BR ("Sourceful") for access and use of Sourceful's proprietary AI platform used to create bespoke digital marketing assets (including imagery, advertisements and videos) known as "Riverflow".

By using Riverflow, you confirm that you accept the terms of these Terms of Use and that you agree to comply with them.

If the User does not accept these Terms of Use, the User may not use or have access to Riverflow.

Under data protection legislation, Sourceful is required to provide you with certain information including who we are, how we process your personal data and for what purposes, your rights in relation to your personal data, and how to exercise them. This information is provided in the Privacy Policy and it is important that you read that information.

Definitions

Intellectual Property Rights: means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Paid Subscription: means a subscription to Riverflow purchased by a User.

Billing Period: means the period for which the subscription fee for a Paid Subscription is charged in advance, being either one month or one year, as selected when the Paid Subscription is purchased or subsequently changed.

Credit Period: means each successive monthly period during a Paid Subscription for which Monthly Credits are allocated, regardless of whether the Billing Period is monthly or annual.

First Subscription Payment: means the first subscription fee charged to the User for the User's first Paid Subscription, including applicable taxes and after any applicable discount. It does not include Additional Credits or any separately purchased product or service. Cancellation, expiry, reactivation, resubscription or a change of plan or Billing Period does not create another First Subscription Payment.

Renewal Payment: means a subscription fee charged at the beginning of the second or any subsequent Billing Period of the same Paid Subscription.

Bonus Credits: means any credits provided without separate payment, including promotional, referral, reward, goodwill or other complimentary credits.

Refund Usage: means the total Riverflow credit value of successful activity undertaken through the User's account or workspace from the beginning of the User's first Paid Subscription until the refund request is submitted. Refund Usage includes activity paid for using Monthly Credits, Additional Credits or Bonus Credits. Where successful activity is provided without a credit deduction under an included, bonus or promotional entitlement, it will count at the credit price that would otherwise have applied to that activity when it was submitted. Activity that fails or is cancelled before completion is excluded only where the associated credits or entitlement are automatically returned or reinstated.

Results: means all images, graphics, recommendations, text, videos, content or information generated by Riverflow responding to, prompted by, refined from, or generated from User Materials.

User Materials: means any and all data, prompts, queries, documents, files, images, content, or information provided, entered, uploaded, or submitted by the User for processing via Riverflow.

Viruses: means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, network, data, or the user experience, including worms, Trojan horses, viruses and other similar things or devices.

2. Access to Riverflow

2.1 Riverflow is intended exclusively for business and professional use and is not intended for consumer use. By accessing or using Riverflow, the User confirms that it is acting wholly or mainly for purposes relating to its trade, business, craft or profession and, where it acts on behalf of an organisation, that it has authority to bind that organisation to these Terms of Use.

2.2 Sourceful reserves the right to verify the business status of Users. Access to Riverflow may be restricted or terminated if the User cannot provide proof of legitimate business operations upon request by Sourceful. Failure to comply with these requirements may result in immediate suspension or termination of access to Riverflow.

2.3 Subject to the User complying with these Terms of Use, Sourceful grants the User a non-exclusive, non-transferable and non-sublicensable right to access and use Riverflow for the User's internal business purposes and to generate Results. The User may use Results only as expressly permitted by these Terms of Use, including clauses 3, 4 and 6.

2.4 The User must provide accurate, complete and current account information and must use an email address that the User controls and is authorised to use. Riverflow must only be used for the business and professional purposes described in clause 2.1.

2.5 Sourceful reserves the right to suspend or terminate access to Riverflow for any User who is found to be in breach of these eligibility requirements or who is using the platform in a manner inconsistent with its intended business purpose.

2.6 The rights provided under this clause 2 are granted to the User only and shall not be considered granted to any affiliate, subsidiary or holding company of the User.

2.7 The User acknowledges that Riverflow may evolve over time and that functionality may be added or removed from time to time in Sourceful's absolute discretion and without the need to give notice to the User.

2.8 The Results generated by the User's use of Riverflow are to a significant degree dependent on the information uploaded to Riverflow by the User. Sourceful does not warrant that the User's use of Riverflow will be uninterrupted or error-free, or that Riverflow and/or the Results obtained by the User through its use of Riverflow will meet the User's requirements. Sourceful is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of User Materials over communications networks and facilities, including the internet, and the User acknowledges that Riverflow may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

2.9 Use of generative AI features may produce Results that are unexpected or unsuitable for some Users. The Results may not be unique and other users of generative AI features may generate the same or similar Results. The Results may not be protectable by Intellectual Property Rights.

2.10 You must not, and must not allow third parties to, use any content, data, output or other information received or derived from any generative AI features, including any Results, to directly or indirectly create, train, test, or otherwise improve any machine learning algorithms or artificial intelligence systems, including any architectures, models, or weights.

3. User's obligations and right to use the Results

3.1 Riverflow generates Results based on the information provided by the User. The User is and shall at all times remain responsible for making sure that all User Materials provided are correct, accurate, not misleading, and do not infringe any third party Intellectual Property Rights.

3.2 The User shall not access, store, distribute or transmit any Viruses or any material during its use of Riverflow that is unlawful, harmful, infringing, offensive, discriminatory, or which facilitates illegal activity or depicts sexually explicit images or causes damage or injury to any person or property. Sourceful reserves the right, without liability or prejudice to its other rights to the User, to disable the User's access to any material that breaches the provisions of this clause 3.2.

3.3 The User shall not copy, modify, transmit, distribute, frame or mirror any of the Results in any form or media or by any means, except as specifically permitted under these Terms of Use or as otherwise permitted in writing by Sourceful. Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, and except to the extent expressly permitted under these Terms of Use, the User shall not, and shall not attempt to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Riverflow or the Results in any form or media or by any means, or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Riverflow or the Results (including its object code and source code).

3.4 The User shall not, and shall not attempt to: (a) access all or any part of Riverflow in order to build a product or service which competes with it; (b) use the Results to build an identical or similar product internally without Sourceful; (c) make the Results available to any third party, including to use those Results to build an identical or similar product with a third party; (d) attempt to obtain, or assist any third party in obtaining, access to Riverflow or the Results; or (e) interfere with, damage or disrupt the integrity or performance of Riverflow or the Results.

3.5 The following obligations apply exclusively to Users who access Riverflow free of charge:

3.5.1 if the User wishes to use the Results for commercial purposes, the User must either (i) pay a Paid Subscription; or (ii) contact Sourceful to arrange for a valid commercial licence. The User: (i) must not use the Results for any commercial purpose without a valid Paid Subscription from Sourceful or written authorisation; and (ii) acknowledges that any such licence may require a fee to be paid by the User to Sourceful in accordance with clause 3.6;

3.5.2 Users must include and retain at all times Sourceful's copyright notices on any and all copies that the User makes of the Results on any medium; and

3.5.3 Sourceful reserves the right to charge you for any design or additional services which arise out of the Results or your use of Riverflow.

3.6 The following payment terms apply exclusively to Users who have a Paid Subscription:

3.6.1 You will be allocated a number of credits ("Monthly Credits") at the start of each Credit Period in accordance with your subscription level. Monthly Credits may be used with eligible Riverflow features and must be used within the Credit Period in which they are allocated. Unused Monthly Credits expire at the end of that Credit Period and do not carry over. Where enabled for your Paid Subscription, additional credits ("Additional Credits") may be purchased separately and will be valid for three (3) months from the date of purchase. Sourceful may also provide Bonus Credits, which will expire on the date communicated when they are provided or, if earlier, when the Paid Subscription terminates or expires. Upon termination or expiry of the Paid Subscription, all unused Monthly Credits, Additional Credits and Bonus Credits will be forfeited without refund.

3.6.2 You can find descriptions of each type of Paid Subscription and its features on our website, and we will explain which options are available when you create an account with us. Sourceful reserves the right to modify the features and content provided as part of its Paid Subscriptions from time to time and for any reason.

3.6.3 Paid Subscriptions automatically renew for successive Billing Periods until cancelled in accordance with clause 10. Monthly Paid Subscriptions renew each month and annual Paid Subscriptions renew each year. Sourceful will charge the applicable subscription fee in advance at the beginning of each Billing Period. Payment will be charged using a current and valid payment method accepted by Sourceful from time to time (the "Payment Method"), which may include payment through a third-party payment processor. By purchasing a Paid Subscription, you authorise Sourceful to make these recurring charges until the Paid Subscription is cancelled. You are responsible for keeping your Payment Method details current and valid.

3.6.4 You will pay the subscription fees to Sourceful (and any other charges agreed between you and Sourceful) in accordance with this clause 3.6, without set-off in respect of any liability.

3.6.5 Sourceful will be entitled to increase the subscription fees payable for subsequent Billing Periods, provided that: (i) the subscription fees will not be increased more than once in any calendar year; and (ii) Sourceful notifies you in writing of the increase at least forty-five (45) calendar days before the increase takes effect.

3.6.6 Except as expressly stated in clause 10.2, where required by applicable law or where Sourceful determines that a charge was made in error, subscription fees, Additional Credit purchases and other charges paid under this clause 3.6 are non-refundable. This does not prevent Sourceful from applying a billing credit or adjustment in connection with a change of plan or Billing Period where that credit or adjustment is expressly offered by Sourceful.

4. Intellectual property rights

4.1 All Intellectual Property Rights in Riverflow (excluding any Results and User Materials) anywhere in the world belong to and vest in Sourceful and its licensors. The User acknowledges and agrees that the rights in Riverflow are licensed to the User and that the User has no right in, or to, Riverflow other than the right to use it in accordance with these Terms of Use.

4.2 All Intellectual Property Rights in the User Materials shall belong to and vest in the User or its licensors.

4.3 If the User has a Paid Subscription, and subject to clause 4.5, all Intellectual Property Rights in the Results belong to and vest in the User.

4.4 If the User does not have a Paid Subscription:

4.4.1 the User acknowledges and agrees not to use any part of the Results for commercial purposes (other than as permitted under these Terms of Use);

4.4.2 the User acknowledges and agrees that Sourceful may use Results, including any User Materials (but excluding any personal data): (i) on its website in order for other users of Riverflow to use the same or similar designs to generate their own digital marketing assets; and (ii) for its own marketing and promotional purposes, including publishing and using copies of the Results and User Materials (excluding personal data) in any marketing and advertising materials;

4.4.3 the User hereby grants Sourceful a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, analyse, monitor, process, scan, copy, store, reproduce and create derivative works of the User Materials for: (i) providing Riverflow to the User; and (ii) the purposes set out in clause 4.4.2; and

4.4.4 if the User does not want Sourceful to use its User Materials for the purposes set out in clause 4.4.2, the User may email riverflow.sales@sourceful.com with the subject line “Riverflow Request Opt Out.” Notwithstanding such an opt-out, nothing prevents Sourceful from using Results that do not include any User Materials for its own marketing and promotional purposes.

4.5 The User is solely responsible for its User Materials. The User will ensure that the User Materials do not contain any third party Intellectual Property Rights including any references to or use of third party brands, trade marks or copyright works (such as straplines, text or images), unless the User has sufficient rights in such materials. By agreeing to these Terms of Use the User confirms that no such use of third party Intellectual Property Rights is made. User shall not use Riverflow to generate Results that are substantially similar to a third party's work protected by Intellectual Property Rights unless the User has sufficient rights in such work. Sourceful does not warrant or guarantee that the Results will not be subject to third party Intellectual Property Rights.

4.6 The User is solely responsible for ensuring that its use of the Results does not infringe the Intellectual Property Rights of any third party.

4.7 User will comply with all applicable data protection legislation applicable to any personal data contained within the User Materials, including providing privacy notices and obtaining consent where required. User shall be responsible to Sourceful for all losses, damages, claims and costs arising from the User's failure to comply with this clause.

4.8 Sourceful respects the Intellectual Property Rights of others and applies reasonable safeguards designed to reduce the risk of Results infringing third-party Intellectual Property Rights; however, Sourceful does not guarantee that all Results will be free from third-party claims. Sourceful reserves its rights to stop further access by you of Riverflow or to require you cease all further use of the Results where Sourceful has reason to believe (in Sourceful's absolute discretion) the Results or User Materials infringe the Intellectual Property Rights of any third party or otherwise breach these Terms of Use. If Sourceful receives a complaint from a third party alleging that any Results infringe such third party's Intellectual Property Rights, Sourceful may require you to remove or cease using the relevant Results, and you agree to cooperate with Sourceful in resolving any such matter.

4.9 The User is solely responsible for the creation and use of the Results and for ensuring the Results comply with these Terms of Use; however, Sourceful may use available technologies, vendors, or processes to screen for and block Results that may violate applicable law, the rights of a third party, or these Terms of Use, before the Results may be delivered to you. In addition, you must not remove or alter any watermarks or metadata that may be generated with the Results, or otherwise attempt to mislead others about the origin of the Results.

4.10 All User Materials uploaded by you and any and all Results generated by you will not be used by Sourceful to train generative AI components of Riverflow or in our public index of images, save that Sourceful may use such data on a statistical and anonymised basis for the purposes of improving Riverflow.

4.11 The User hereby grants to Sourceful a non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up licence to use, analyse, monitor, process, scan, copy, store, reproduce, and create derivative works of each User Material solely to: (i) provide Riverflow to the User; (ii) operate, maintain, troubleshoot, debug, and improve Riverflow; (iii) take steps to disable, minimise, prevent, or remove abusive or harmful Results or uses of Riverflow and to protect Riverflow; and (iv) provide to the User a customised experience where such customisation has been stated by Sourceful to constitute a feature of Riverflow.

5. Third Party Models Disclosure

5.1 Riverflow may utilise AI technologies provided by third-party AI providers ("AI Service Providers") in generating the Results. Sourceful may change such AI Service Providers at any time without notice to you.

5.2 Where Riverflow's generation of Results utilises a model provided by an AI Service Provider (a "Third-Party Model"), you acknowledge and agree that:

5.2.1 Sourceful may have no access to the underlying training data, model parameters, or proprietary algorithms of any such Third-Party Model. Sourceful will conduct reasonable due diligence on any Third-Party Model it uses, but where Sourceful cannot fully audit a Third-Party Model, it will rely on the AI Service Provider's published information and, to the fullest extent permitted by applicable law, makes no representations or warranties in respect of such Third-Party Model;

5.2.2 Sourceful's warranties and quality assurance obligations under these Terms of Use are limited to evaluating Third-Party Models based on publicly available documentation, metrics, and certifications, and Sourceful is unable to test or validate the internal mechanisms of such Third-Party Models;

5.2.3 the limitations inherent to Third-Party Models may affect Sourceful's ability to address bias within the Results and, while Sourceful will use commercially reasonable efforts to address any biases within its control and of which it is aware, it gives no representation, warranty, or guarantee as to the total elimination of bias within the Results; and

5.2.4 you assume all risk and liability for any third-party claims that Results generated by Third-Party Models infringe any third party's Intellectual Property Rights.

6. Exclusion of warranties

6.1 Riverflow and the Results are provided to the User 'as is', and any use by the User of Riverflow will be at the User's sole risk. Sourceful makes no warranties relating to Riverflow or the Results and expressly disclaims all warranties, express and implied, including without limitation, those of merchantability, or fitness for a particular purpose, and including any implied warranties that the Results will not violate the rights of a third party or any applicable law. The foregoing provision shall be enforceable to the maximum extent permitted by applicable law.

6.2 Sourceful only supplies Riverflow and the Results for the User's own internal business use. Subject to clause 6.3, the User agrees not to resell, sublicense or otherwise make available Riverflow to any third party.

6.3 If you have a Paid Subscription you may use the Results for commercial purposes, including the sale or distribution of the Results to third parties.

7. Limitation of Liability

7.1 Sourceful's total aggregate liability to the User or any other party for any loss or damage resulting from any claim arising out of or relating to these Terms of Use, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the higher of: (a) £100; or (b) the total subscription fees actually received by Sourceful from the User during the twelve (12) month period immediately preceding the date on which the applicable claim first arose.

7.2 In no event shall Sourceful be liable for any indirect, incidental, consequential, special, or exemplary damages or loss of profits or loss or corruption of data or loss of reputation or goodwill, even if the User has advised Sourceful of the possibility of such damages. The limitations of liability in this clause 7 shall apply to the fullest extent permissible at law but do not limit any liabilities which may not be excluded by law (including death or personal injury caused by negligence, fraud or fraudulent misrepresentation).

8. Suspension or withdrawal of Riverflow

8.1 Sourceful does not guarantee that Riverflow, or any content on it, will always be available or uninterrupted. Sourceful may suspend, withdraw or restrict the availability of all or any part of Riverflow for business or operational reasons. Sourceful will try to give the User reasonable notice of any suspension or withdrawal.

8.2 Sourceful may periodically review User accounts to ensure compliance with the eligibility requirements in these Terms of Use. An account being used for non-business purposes or otherwise in breach of those requirements may be suspended or withdrawn without prior notice.

9. Support

9.1 If you encounter any issues with Riverflow, you can chat with our friendly team via our live chat. Sourceful will use commercially reasonable efforts to acknowledge your query within a reasonable timeframe, however you acknowledge and understand that Sourceful's ability to resolve your query will be dependent on a multitude of factors including, but not limited to: (i) the complexity of the issue; (ii) Sourceful's ability to recreate the issue based on your description of it and your reporting of the issue promptly; (iii) the availability of Sourceful personnel.

9.2 When resolving support queries raised under clause 9.1, Sourceful may give priority to Users whose Paid Subscription includes priority support, as described on the Riverflow website.

10. Cancellation and refunds

10.1 You may cancel your Paid Subscription at any time. You must cancel before your next billing date to avoid being charged for the next Billing Period. Except where a refund is approved under clause 10.2, cancellation will take effect at the end of the Billing Period that has already been paid for, and you will continue to have access to Riverflow until that date. Cancelling after a new Billing Period has begun does not reverse or refund the payment for that Billing Period.

10.2 The User will be entitled to a refund of the First Subscription Payment only if: (a) Sourceful receives the User's refund request on or before the date falling fourteen (14) calendar days after the First Subscription Payment was made; (b) the User's Refund Usage does not exceed 100 credits when the request is submitted; and (c) neither the User nor anyone using the User's account or workspace uses Riverflow after the request is submitted and before Sourceful determines the request. All these conditions must be satisfied. The refund will be for the full amount of the First Subscription Payment actually paid. If the User's first Paid Subscription has an annual Billing Period, an eligible refund will therefore include the full First Subscription Payment made for that annual Billing Period.

10.3 Renewal Payments and all other subscription payments other than the First Subscription Payment are non-refundable, except where required by applicable law or where Sourceful determines that a charge was made in error. This includes the second and every subsequent monthly payment, every annual Renewal Payment and any payment made upon reactivation or resubscription. A charge arising from an upgrade, downgrade or change of plan or Billing Period is not a First Subscription Payment and is subject to clause 3.6.6. Non-use of Riverflow, dissatisfaction with Results, failure to cancel before the next billing date or cancellation shortly after a payment does not create an entitlement to a refund.

10.4 If a refund is approved under clause 10.2, the Paid Subscription will terminate when Sourceful approves the refund, access provided by that Paid Subscription will end and all unused Monthly Credits and Bonus Credits will expire. Additional Credits and other separately purchased products or services are not included in the refund of the First Subscription Payment. Any unused Additional Credits will be treated in accordance with clause 3.6.1.

11. General

11.1 Force majeure. Neither party shall be in breach of these Terms of Use nor liable for delay in performing, or failure to perform, any of its obligations under the Terms of Use if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2 Agency. These Terms of Use do not create any agency, partnership or joint venture relationship.

11.3 Assignment and other dealings. Sourceful may, but the User may not, without Sourceful's prior written consent, assign, novate, subcontract or otherwise transfer any of its rights or obligations under these Terms of Use.

11.4 Confidentiality.

11.4.1 Each party undertakes that it shall not at any time disclose to any person or use any confidential information concerning the business, affairs, customers, the Results, clients or suppliers of the other party, or such other information which ought reasonably to be regarded as confidential, except as permitted herein. This clause 11.4 shall survive for five (5) years following receipt of confidential information from the other party. Information shall not be deemed to be confidential if such information:

11.4.1.1 is, or becomes, publicly known other than through a breach of these Terms of Use;

11.4.1.2 is in the possession of the receiving party prior to receipt thereof from the other party;

11.4.1.3 is independently developed by the other party; or

11.4.1.4 is lawfully disclosed to the receiving party by a third party who is not subject to a confidentiality agreement or obligation relating to such disclosure.

11.4.2 Each party may disclose the other party’s confidential information:

11.4.2.1 to its employees, officers, representatives or advisors who need to know such information for the purpose of exercising that party’s rights or carrying out its obligations under these Terms of Use ("Permitted Purpose"), provided that each party shall ensure such persons comply with this clause 11.4 and shall be liable for any failure of such persons to do so;

11.4.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.4.3 No party shall use the other party's confidential information for any purpose other than the Permitted Purpose.

11.5 Changes to these Terms of Use. Sourceful may make changes to these Terms of Use from time to time. Where Sourceful makes any material changes to these Terms of Use, Sourceful shall notify the User by email or by prominent notice within Riverflow. The User should check these Terms of Use each time it wants to use Riverflow in order to understand the terms that apply at that time.

11.6 Entire agreement.

11.6.1 These Terms of Use constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

11.6.2 Each party acknowledges that in entering into these Terms of Use it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms of Use.

11.7 Waiver. A failure or delay by a party to exercise any right or remedy provided under these Terms of Use 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 these Terms of Use or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11.8 Severance. If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms of Use.

11.9 Third party rights. Unless it expressly states otherwise, these Terms of Use do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Use.

11.10 Governing law. These Terms of Use, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms of Use or its subject matter or formation.

11.12 Amendments to User Eligibility. Sourceful may update the eligibility criteria for access to Riverflow at any time. Users will be required to comply with any new eligibility requirements, which will be communicated through updates to these Terms of Use.