Spring Terms of Use

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 packaging designs, known as "Spring".

By using Spring, 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 Spring.

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 and 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.

1. Interpretation

The following definitions and rules of interpretation apply in these Terms of Use.

1.1 Definitions:

Intellectual Property Rights: 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.

Results: means the packaging design concept images generated from the User's input of the User Materials into Spring.

User Materials: means the information, data, product and specifications, product and packaging descriptions, design style selections, colours, materials, content or any other information and selection combinations submitted and uploaded to Spring or provided to Sourceful in connection with the User's use of Spring.

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 Spring

2.1 Sourceful shall make Spring available to the User on and subject to the terms and conditions of these Terms of Use.

2.2 Subject to the User complying with the terms and conditions of these Terms of Use, Sourceful hereby grants to the User a non-exclusive, non-transferable, non-sublicensable right for the User to access and use Spring solely to generate the Results and to review and evaluate the Results for its own internal business purposes and for the limited right to publish the Results in accordance with these terms of Use.

2.3 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.

2.4 The User acknowledges that Spring 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.

2.5 The Results generated by the User's use of Spring are to a significant degree dependant on the information uploaded to Spring by the User. Accordingly, Sourceful does not warrant that the User's use of Spring will be uninterrupted or error-free, or that Spring and/or the Results obtained by the User through its use of Spring 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 Spring may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

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

3.1 Spring 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 and not misleading.

3.2 The User shall not access, store, distribute or transmit any Viruses or any material during its use of Spring 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.

3.4 The User may publish one of the images generated by Spring as part of the Results on the User's own social media accounts, subject always to clause 3.5 below.

3.5 Users must include and retain at all times Sourceful's copyright notices on all entire and partial copies that the User makes of the Results on any medium.

3.6 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 Spring 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 Spring or the Results (including its object code and source code).

3.7 The User shall not, and shall not attempt to: (a) access all or any part of Spring 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; or (c) attempt to obtain, or assist any third party in obtaining, access to Spring or the Results.

3.8 If the User wishes to use the Results to produce specific packaging for relevant products based on the Results, the User should contact Sourceful to arrange for Sourceful to design, create and supply relevant packaging based on the Results.

4. Payment

Access to and use of Spring is provided to the User by Sourceful free of charge. Sourceful reserves the right to charge the User for any design or additional services which arise out of the Results or the User's use of Spring.

5. Intellectual property rights

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

All Results are protected by copyright laws and treaties around the world. All such rights are reserved. User acknowledges and agrees not use any part of the Results for commercial purposes (other than as permitted under these Terms of Use) without obtaining a licence to do so from Sourceful.

5.2 All Results are protected by copyright laws and treaties around the world. All such rights are reserved. User acknowledges and agrees not use any part of the Results for commercial purposes (other than as permitted under these Terms of Use) without obtaining a licence to do so from Sourceful. All Intellectual Property Rights in the User Materials shall belong to and vest in the User or its licensors.

5.3 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 the website to use the same or similar designs to generate their own packaging; 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.

5.4 The User hereby grants to Sourceful a fully paid up, non-exclusive, royalty free, non-transferable licence to copy and modify any of the User Materials provided by the User to Sourceful for: (i) the purpose of providing Spring to the User; and (ii) for the purpose set out in clause 5.3 above.

5.5 To the extent that the User does not want to permit Sourceful to use its User Materials for the purpose set out in clause 5.3 above, the User may email [email protected] with the subject line 'Spring Request Opt Out', explaining that the User wants to opt out of the licence granted by it to Sourceful under clause 5.3(ii) above. Notwithstanding this clause 5.5, the User acknowledges and agrees that nothing shall prevent Sourceful from using the Results (excluding any User Materials) for its own marketing and promotional purposes.

5.6 The User agrees that the User Materials must 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). By agreeing to these Terms of Use the User confirms that no such use of third party Intellectual Property Rights is made. User shall be responsible to Sourceful for all losses, damages, claims and costs arising from the User's failure to comply with this clause.

5.7 Sourceful respects the Intellectual Property Rights of others and accordingly Sourceful reserves its rights to stop further access by you of Spring 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.

6. Exclusion of warranties

6.1 Spring and the Results are provided to the User 'as is', and any use by the User of Spring will be at the User's sole risk. Sourceful makes no warranties relating to Spring or the Results and expressly disclaims all warranties, express and implied, including without limitation, those of merchantability, or fitness for a particular purpose. The foregoing provision shall be enforceable to the maximum extent permitted by applicable law.

6.2 Sourceful only supplies Spring and the Results for the User's own internal business use. The User agrees not to use Spring and/or the Results for any re-sale purposes.

7. Limitation of Liability

7.1 Sourceful's cumulative liability to the User or any other party for any loss of damages 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 £100. 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, even if the User have 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 Spring

8.1 Spring is made available free of change. Sourceful reserves the right to suspend Users' access to Spring at any time, at its sole discretion.

8.2 Sourceful does not guarantee that Spring, 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 Spring for business or operational reasons. Sourceful will try to give the User reasonable notice of any suspension or withdrawal.

9. General

9.1 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.

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

9.3 Assignment and other dealings. Sourceful may, by 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.

9.4 Confidentiality.

(a) 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 10.4 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:

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

(ii) is in the possession of the receiving party prior to receipt thereof from the other party;

(iii) is independently developed by the other party; or

(iv) 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.

(b) Each party may disclose the other party’s confidential information:

(i) 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 User (“Permitted Purpose”), provided that each party shall ensure such persons comply with this clause 9.4 and shall be liable for any failure of such persons to do so;

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. No party shall use the other party's confidential information for any purpose other than the Permitted Purpose.

(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under these Terms of Use.

9.5 Changes to these Terms of Use. Sourceful may make changes to these Terms of Use from time to time. The User should check these Terms of Use each time it wants to use Spring in order to understand the terms that apply at that time. These terms were most recently updated on 25th July 2023.

Entire agreement.

(a) These Terms of Use constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) 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.

9.7 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 the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

9.8 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.

9.9 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.

9.10 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.

9.11 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.