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TERMS AND CONDITIONS
These terms and conditions (“Terms”) govern the relationship between you, as a visitor and/or user of our platform Every Anyone (the "Platform") and us, METAPHYSIC LIMITED, Fifth Floor, The Terrace, 76 Wardour Street, London, United Kingdom, W1F 0UR (“we”, “us” or “our”).
By using our Platform, you accept these Terms and agree to comply with them. If you do not agree to these Terms, you must not use our Platform.
We may make changes to these Terms from time to time which will apply to you from the time the updated Terms are made available on our Platform. You are encouraged to review these Terms from time to time.
These Terms were last updated 3 June 2022.
By using our Platform, you accept these Terms and agree to comply with them. If you do not agree to these Terms, you must not use our Platform.
We may make changes to these Terms from time to time which will apply to you from the time the updated Terms are made available on our Platform. You are encouraged to review these Terms from time to time.
These Terms were last updated 3 June 2022.
1. Our Services
By creating an account via our Platform (“Account”), our Platform enables you to submit your raw data including your email and following our launch phase image(s) of you and any other of your personal features and attributes you choose to submit ("Your Raw Data") with a view for us to create one synthetic likeness of you (“Hyperreal avatar”). Please note that this Hyperreal avatar is not created using your Raw Data directly but is a very close representation of Your Raw Data.
2. Usage
We will not make any use of your Hyperreal avatar without your prior consent which can be given via our Platform.
When submitting your raw biometric data, you grant us the licence to privately use your raw biometric data. We will use it to train our general AI models so we can improve our hyperreal avatar creation. You can easily delete the submitted biometric data at any time.
You shall not be entitled to use your Hyperreal avatar outside of our Platform nor to sell it or make any commercial use of it. You are only permitted to use your Hyperreal avatar via our Platform for sharing organically via your social media channels. Please note we do not take on any responsibility or liability for any third-party use of your Hyperreal avatar if you decide to share it via your social channels.
Our Platform also enables you to invite third parties to join our Platform. By inviting third parties to join you may earn points which can then be used to enjoy certain features within our Platform. Please note these points cannot be exchanged, sold, transferred and are of no monetary value.
When submitting your raw biometric data, you grant us the licence to privately use your raw biometric data. We will use it to train our general AI models so we can improve our hyperreal avatar creation. You can easily delete the submitted biometric data at any time.
You shall not be entitled to use your Hyperreal avatar outside of our Platform nor to sell it or make any commercial use of it. You are only permitted to use your Hyperreal avatar via our Platform for sharing organically via your social media channels. Please note we do not take on any responsibility or liability for any third-party use of your Hyperreal avatar if you decide to share it via your social channels.
Our Platform also enables you to invite third parties to join our Platform. By inviting third parties to join you may earn points which can then be used to enjoy certain features within our Platform. Please note these points cannot be exchanged, sold, transferred and are of no monetary value.
3. Term & Termination
Either party shall be entitled to terminate this Agreement for any reason by deleting your Account via the Platform.
Within twenty-four (24) hours of termination, we shall delete Your Raw Data and Hyperreal avatar we have on file except if we are required to keep any data for a certain period of time under applicable laws. In such an instance, save as agreed between the parties, neither party shall make any further use of the Hyperreal avatar and we shall make no further use of Your Raw Data.
Additionally, either party shall be entitled to delete Your Raw Data or Hyperreal avatar for any reason and at any time.
Within twenty-four (24) hours of termination, we shall delete Your Raw Data and Hyperreal avatar we have on file except if we are required to keep any data for a certain period of time under applicable laws. In such an instance, save as agreed between the parties, neither party shall make any further use of the Hyperreal avatar and we shall make no further use of Your Raw Data.
Additionally, either party shall be entitled to delete Your Raw Data or Hyperreal avatar for any reason and at any time.
4. Intellectual Property Rights
You shall retain ownership of all intellectual property rights in and to Your Raw Data and grant us a non-exclusive licence to use Your Raw Data solely for the purposes of producing a Hyperreal avatar and to use such Hyperreal avatar and Your Raw Data in accordance with clause 2.
We (and our third-party licensors) shall own all rights in and to the Platform and Hyperreal avatar and you therefore assign to us all intellectual property rights in and to the Hyperreal avatar.
We hereby grant you a non-exclusive revocable licence to use the Hyperreal avatar in accordance with the usage set out at clause 2.
We (and our third-party licensors) shall own all rights in and to the Platform and Hyperreal avatar and you therefore assign to us all intellectual property rights in and to the Hyperreal avatar.
We hereby grant you a non-exclusive revocable licence to use the Hyperreal avatar in accordance with the usage set out at clause 2.
5. Using the Platform
To create an Account, you will need to be 18 years old or older. You will need to select a password. You are solely responsible for keeping this password secured and confidential and remain liable should your Account be accessed by anyone (with or without your permission) save if caused by our negligence. If you lose your password, access key or wallet, you will no longer be able to access your Account, Your Raw Data submitted and Hyperreal avatar.
You are only permitted to use the Platform in a lawful and proper manner in accordance with all applicable laws and regulations and in accordance with these Terms.
You warrant that you will not use our Platform (including by submitting any content via our Platform): (a) in any way that would be illegal or promoting illegal activities, obscene, defamatory or derogatory to us, our Platform or of any third party, harmful or infringing; (b) in a way which would infringe our or any third party rights including intellectual property rights and/or data privacy rights; and (c) you shall not use our Platform with a view to gain a competitive advantage, set up or assist in setting up a competing business or to use knowledge gained via the use of our Platform to benefit a competing business.
Your Raw Data submitted must be your data and not the data of any third party. You warrant that you are the rightful owner of Your Raw Data and have the right to grant us the licence under clause 4 of this Agreement and that Your Raw Data will not infringe the rights of any third party including intellectual property rights and/or data privacy rights.
You are only permitted to use the Platform in a lawful and proper manner in accordance with all applicable laws and regulations and in accordance with these Terms.
You warrant that you will not use our Platform (including by submitting any content via our Platform): (a) in any way that would be illegal or promoting illegal activities, obscene, defamatory or derogatory to us, our Platform or of any third party, harmful or infringing; (b) in a way which would infringe our or any third party rights including intellectual property rights and/or data privacy rights; and (c) you shall not use our Platform with a view to gain a competitive advantage, set up or assist in setting up a competing business or to use knowledge gained via the use of our Platform to benefit a competing business.
Your Raw Data submitted must be your data and not the data of any third party. You warrant that you are the rightful owner of Your Raw Data and have the right to grant us the licence under clause 4 of this Agreement and that Your Raw Data will not infringe the rights of any third party including intellectual property rights and/or data privacy rights.
6. Warranty & Liability
We will exercise all reasonable skill and care in providing the Platform.
Save for any claim that cannot be limited or excluded by law, personal injury or death caused by our negligence or fraud, you acknowledge that our only liability to you for any claim under these Terms shall be limited to an amount equal to one hundred pounds (£100).
Save for any claim that cannot be limited or excluded by law, personal injury or death caused by our negligence or fraud, you acknowledge that our only liability to you for any claim under these Terms shall be limited to an amount equal to one hundred pounds (£100).
7. Confidentiality
“Confidential Information” shall mean all sensitive information disclosed by one party to another under these Terms including but not limited to Your Raw Data, the Hyperreal avatar, our business model, finances, third party clients and suppliers.
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall be deemed not to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party’s lawful possession before the disclosure without obligation of confidentiality; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party without reference to the Confidential Information and which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than for the purposes of these Terms.
Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, sub-contractors or agents in violation of these Terms or used for any purpose other than the performance of its obligations hereunder, and shall co-operate with the other to help regain control of the Confidential Information if it is lost, and prevent further unauthorised use or disclosure of it.
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall be deemed not to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party’s lawful possession before the disclosure without obligation of confidentiality; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party without reference to the Confidential Information and which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than for the purposes of these Terms.
Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, sub-contractors or agents in violation of these Terms or used for any purpose other than the performance of its obligations hereunder, and shall co-operate with the other to help regain control of the Confidential Information if it is lost, and prevent further unauthorised use or disclosure of it.
8. Data Protection
You shall own all rights, title and interest in and to all of Your Raw Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of it.
You and we shall comply with our respective obligations under any relevant “Data Protection Laws” in respect of Your Raw Data and the processing of personal data (if any). For the purpose of this Clause, “Data Protection Laws” means UK Data Protection Laws and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any other directly applicable European Union regulation relating to privacy; and “UK Data Protection Laws” means any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.
We shall use all our reasonable commercial endeavours to safeguard Your Raw Data and personal data from unauthorised or unlawful processing, or accidental loss, destruction or damage by complying with our Privacy Policy.
You and we shall comply with our respective obligations under any relevant “Data Protection Laws” in respect of Your Raw Data and the processing of personal data (if any). For the purpose of this Clause, “Data Protection Laws” means UK Data Protection Laws and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any other directly applicable European Union regulation relating to privacy; and “UK Data Protection Laws” means any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.
We shall use all our reasonable commercial endeavours to safeguard Your Raw Data and personal data from unauthorised or unlawful processing, or accidental loss, destruction or damage by complying with our Privacy Policy.
9. Indemnity
You shall defend, indemnify and hold us, our directors and employees harmless against claims, actions, proceedings, losses, liabilities, damages, expenses and costs (including, without limitation, court costs and reasonable legal fees) arising out of or in connection with: (a) your use of the Platform; (b) claims from a third party that Your Raw Data infringes the intellectual property rights, data privacy rights or other rights of a third party; (c) any breach by you of these Terms of Use; and/or (d) any breach by you of applicable data protection or other law or regulation.
10. General
You may not assign or sub-contract these Terms or any rights and obligations thereunder without our prior written consent.
No failure by either party to enforce any rights under these Terms shall constitute a waiver of such right then or in the future. Any waiver must be in writing and signed by an authorised representative of the waiving party.
If for any reason a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to give effect to the economic intent of the parties, and the remainder of these Terms will continue in full force and effect.
A person who is not a party to the Agreement has no right or benefit under or to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms or otherwise.
These Terms constitute the sole and entire understanding of the parties in relation to the subject matter of these Terms and supersede all previous agreements, representations and arrangements between the parties (either oral or written) with regard to the subject matter of these Terms.
We are an independent contractor and neither we nor any of our personnel assigned to provide any services to you under these Terms will be, or be deemed to be for any purpose, an employee or agent of yours.
These Terms are governed by and construed according to the laws of England and the parties hereby submit to the exclusive jurisdiction of the courts of England in relation to any dispute arising therefrom, including both contractual and non-contractual disputes.
No failure by either party to enforce any rights under these Terms shall constitute a waiver of such right then or in the future. Any waiver must be in writing and signed by an authorised representative of the waiving party.
If for any reason a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to give effect to the economic intent of the parties, and the remainder of these Terms will continue in full force and effect.
A person who is not a party to the Agreement has no right or benefit under or to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms or otherwise.
These Terms constitute the sole and entire understanding of the parties in relation to the subject matter of these Terms and supersede all previous agreements, representations and arrangements between the parties (either oral or written) with regard to the subject matter of these Terms.
We are an independent contractor and neither we nor any of our personnel assigned to provide any services to you under these Terms will be, or be deemed to be for any purpose, an employee or agent of yours.
These Terms are governed by and construed according to the laws of England and the parties hereby submit to the exclusive jurisdiction of the courts of England in relation to any dispute arising therefrom, including both contractual and non-contractual disputes.