Terms of Use | Licentium

1. Acceptance of these Terms

These Terms of Use ("Terms") govern access to and use of the Licentium websites located at https://www.licentium.io and https://www.licentium.ai, any related subdomains, web applications, portals, software tools, content, reports, templates, downloads, communications, consultations, subscriptions, beta features, and other products or services that Licentium makes available from time to time (collectively, the "Services").

By accessing, browsing, purchasing, registering for, or using any part of the Services, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

If you access or use the Services on behalf of a company, fund, DAO, foundation, partnership, or other organisation, you represent and warrant that you have authority to bind that entity, and the words "you" and "your" refer to both you and that entity.

2. Who We Are and Scope of the Services

For purposes of these Terms, "Licentium", "we", "us", and "our" means LICENTIUM LTD, a company registered in England and Wales under company number 17057360, with its registered office at 128 City Road, London, EC1V 2NX.

The Services may include, without limitation:

legal-tech and regulatory technology tools;
AI-assisted research, drafting, screening, summarisation, workflow, and compliance support tools;
paid or free digital content, templates, reports, document kits, and other downloadable materials;
consultations, advisory sessions, onboarding calls, support, and project scoping;
newsletters, alerts, blog posts, knowledge-base content, and other informational materials; and
trial, beta, preview, pilot, or pre-release features.

Certain Services may be subject to a separate proposal, statement of work, engagement letter, enterprise agreement, order form, or product-specific terms. If there is a conflict between these Terms and a separate written agreement signed by Licentium, that separate written agreement controls solely for the affected Services.

3. Intended Audience, Eligibility, and Business Use

The Services are intended primarily for professional and business users, including founders, legal teams, compliance personnel, consultants, and regulated or soon-to-be-regulated businesses. You must be at least 18 years old and legally capable of entering into a binding agreement to use the Services.

You may not use the Services if:

your use would violate applicable law, regulation, professional rule, sanctions regime, or court order;
you are located in, ordinarily resident in, or acting on behalf of a person or entity in a country or territory subject to comprehensive trade sanctions or embargoes, or you are otherwise a restricted or blocked person;
you intend to use the Services for unlawful, deceptive, fraudulent, abusive, infringing, or harmful activity; or
your account has been suspended or terminated by us, unless we expressly agree otherwise in writing.

If you are a consumer rather than a business user, some provisions of these Terms may apply differently to the extent required by mandatory law. Nothing in these Terms excludes rights that cannot lawfully be excluded.

4. No Legal Advice; No Professional or Fiduciary Relationship

Unless Licentium expressly enters into a separate written engagement letter or other signed professional services agreement with you, the Services are provided for general information, productivity, screening, drafting support, and internal workflow purposes only.

The Services do not constitute legal advice, regulatory advice, financial advice, tax advice, investment advice, audit advice, brokerage, fiduciary services, or any regulated professional service. Your use of the Services does not create a lawyer-client, attorney-client, solicitor-client, fiduciary, agency, partnership, joint venture, or employment relationship between you and Licentium.

Any outputs, pathways, classifications, risk flags, scores, timelines, estimated costs, checklists, summaries, suggested wording, marketing rewrites, filing guidance, or other materials generated or provided through the Services are inherently informational and may be incomplete, inaccurate, outdated, jurisdictionally limited, or unsuitable for your circumstances. You are solely responsible for independent legal and commercial review, fact-checking, validation, and any reliance or action you take.

Licentium does not guarantee that any product, token, marketing communication, filing, governance structure, or business model is lawful, compliant, registrable, licensable, approvable, marketable, or fit for purpose in any jurisdiction. Regulatory outcomes depend on facts, interpretation, timing, counterparties, market practice, regulator discretion, and law changes that may occur without notice.

5. Accounts, Credentials, and Security

Some Services require you to create an account. You agree to provide accurate, current, and complete information and to keep it updated. You must keep login credentials confidential and must not share access except as expressly permitted by the relevant subscription plan.

You are responsible for all activity that occurs under your account, whether or not authorised by you. If you suspect unauthorised access, a credential compromise, or any security incident relating to your account, you must notify us promptly at hello@licentium.io.

We may require identity verification, business verification, payment verification, or additional information before activating, continuing, or reinstating access to certain Services.

6. Trials, Free Access, Beta Features, and Usage Limits

We may offer free trials, free request quotas, demo access, pilot access, beta features, preview tools, or promotional credits. Such access is provided at our sole discretion, may be modified or withdrawn at any time, and may be subject to feature limitations, rate limits, output caps, storage caps, or other restrictions.

Beta, preview, and experimental features are provided "as is", may contain errors, may change materially, and may be discontinued without notice. We have no obligation to continue, support, or commercially release any beta or experimental feature.

We may monitor usage to enforce fair-use rules, plan limits, safety controls, anti-abuse measures, and system integrity.

7. Orders, Plans, Pricing, and Payment Terms

All pricing, plan descriptions, feature sets, limits, and product descriptions are subject to change. We may correct typographical errors, pricing errors, or obvious inaccuracies at any time, including after an order is submitted, provided that if we materially change an order after purchase we will give you a reasonable opportunity to cancel before fulfilment where required by law.

You authorise us and our payment processor(s), including Stripe where used, to charge all fees, taxes, and other amounts due using your selected payment method. You must ensure that payment information remains valid and that charges are honoured. Unless expressly stated otherwise:

fees are quoted exclusive of VAT, sales tax, GST, withholding tax, duties, levies, or similar taxes;
you are responsible for all applicable taxes, other than taxes based on our net income;
payments are due in advance for subscriptions, digital products, and prepaid plans; and
amounts paid are non-refundable except as expressly stated in our Refund Policy or as required by law.

If your plan renews automatically, you authorise recurring charges at the then-current rate until cancellation. You must cancel before the next renewal date to avoid the next charge. Cancellations take effect at the end of the current paid term unless we expressly state otherwise.

We may suspend or restrict access if payment is overdue, reversed, charged back, disputed, or rejected.

8. Refunds and Cancellations

Our Refund and Cancellation Policy forms part of these Terms. By purchasing any paid Service, you also agree to the Refund and Cancellation Policy in effect on the date of purchase.

Where you are a business user, all sales are final except where we expressly agree otherwise in writing or where mandatory law requires a refund.

Where you are a consumer and mandatory cancellation rights apply, you acknowledge that digital content and digital services may be made available immediately after purchase. If, at checkout, you expressly request immediate supply and acknowledge the consequences for your cancellation rights, your statutory right to cancel may be reduced or lost as permitted by law.

9. Licence to Use the Services

Subject to your compliance with these Terms and payment of applicable fees, Licentium grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for your internal lawful business purposes during the applicable subscription or access period.

Except as expressly permitted by mandatory law or by us in writing, you must not:

copy, reproduce, republish, sell, resell, rent, lease, sublicense, distribute, or commercially exploit the Services;
reverse engineer, decompile, disassemble, translate, derive source code from, or attempt to extract underlying prompts, model routing, weights, ranking logic, or non-public system architecture;
scrape, crawl, harvest, mirror, frame, or systematically download content, outputs, datasets, or metadata from the Services;
use the Services to develop or improve a competing product or service, or to benchmark or publish comparative testing results without our prior written consent;
interfere with, disrupt, overload, probe, or circumvent rate limits, security controls, access restrictions, or content protections; or
remove, obscure, or alter proprietary notices, legends, or attribution.

10. Inputs, Uploads, and Outputs

You may submit prompts, messages, files, documents, PDFs, images, text, business information, comments, and other materials to the Services ("Inputs"). You represent and warrant that you have all rights, permissions, and lawful bases necessary to provide the Inputs and to authorise the processing described in these Terms and our Privacy Policy.

You remain responsible for the legality, accuracy, quality, integrity, and appropriateness of your Inputs and for any decision to rely on or act upon any output generated by the Services ("Outputs").

You must not submit:

confidential, privileged, proprietary, export-controlled, special-category, biometric, health, criminal-offence, children's, or other highly sensitive information unless you have clearly established that doing so is lawful and appropriate and you are willing for that information to be processed through the Services;
personal data for which you do not have a valid legal basis to disclose;
material that infringes another person's intellectual property, privacy, confidentiality, or other rights; or
malicious code, spyware, deceptive content, unlawful marketing material, or content intended to facilitate harm or regulatory evasion.

As between you and Licentium, you retain ownership of your Inputs. You grant Licentium and its service providers a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transmit, adapt, analyse, display, process, and use the Inputs and related metadata to operate, provide, secure, monitor, troubleshoot, support, improve, and develop the Services, to enforce these Terms, and to comply with law.

Subject to your compliance with these Terms and payment of applicable fees, and except for Licentium Materials (defined below), Licentium grants you a non-exclusive licence to use the Outputs generated specifically for you for your internal lawful business purposes. Outputs may not be unique, may be similar or identical to outputs generated for others, and no exclusivity is granted.

For the avoidance of doubt, Licentium retains all rights in and to the Services, software, prompts, workflows, benchmarks, templates, databases, training and evaluation methods, documentation, models, know-how, aggregated analytics, and all pre-existing or independently developed materials embodied in or used to produce the Services and Outputs ("Licentium Materials").

11. Acceptable Use Restrictions

You must not use the Services:

for any unlawful, fraudulent, misleading, deceptive, defamatory, harassing, exploitative, or abusive purpose;
to facilitate money laundering, terrorist financing, sanctions evasion, market abuse, unlawful securities activity, unlawful token issuance, unauthorised financial promotion, or other regulated activity conducted without required authorisation;
to generate or distribute spam, phishing content, malware, unauthorised mass communications, or manipulative or deceptive marketing content;
to make or support solely automated decisions that produce legal or similarly significant effects on individuals without appropriate human review and legal safeguards;
to test, exploit, or compromise security or access controls;
to impersonate another person or misrepresent affiliation, authorisation, identity, or source;
to upload material that you do not have the right to use; or
in a way that may damage, disable, overburden, or impair the Services or Licentium's reputation, infrastructure, or relationships.

We may investigate suspected misuse, cooperate with regulators, law enforcement, payment processors, and other relevant third parties, and disclose information where reasonably necessary to protect our rights, users, systems, or legal position.

12. Intellectual Property Rights

All intellectual property rights in the Services and Licentium Materials are and remain owned by Licentium or its licensors. No rights are granted except as expressly stated in these Terms.

Digital products, document kits, templates, policy packs, frameworks, and similar materials are licensed, not sold, unless a separate written agreement expressly states otherwise. Unless expressly permitted in writing, you may not repackage, white-label, resell, publish, or distribute such materials externally, or use them as part of a paid service bureau, legal product, or template library.

If you provide comments, suggestions, ideas, enhancement requests, corrections, or other feedback, you grant us a perpetual, irrevocable, transferable, sublicensable, worldwide, royalty-free right to use, modify, exploit, and incorporate that feedback for any lawful purpose without restriction or compensation.

13. Third-Party Services, Links, and Integrations

The Services may link to or interoperate with third-party websites, platforms, software, data sources, payment processors, scheduling tools, communication tools, identity providers, AI model providers, cloud providers, search tools, or regulators' websites. Licentium does not control and is not responsible for third-party services, content, accuracy, availability, security, or policies.

Your use of third-party services is governed by the applicable third-party terms and privacy policies. We are not liable for any act, omission, outage, loss, or damage arising from a third-party service or your relationship with a third party.

14. Confidentiality and Sensitive Information

Unless we have expressly agreed in writing to different confidentiality obligations, you acknowledge that the general website, public tools, trial tools, self-serve applications, and ordinary support channels are not designed to receive privileged or highly confidential matter. You should assume that anything you voluntarily submit through such channels may be processed by third-party infrastructure used to operate the Services.

If Licentium enters into a separate NDA, engagement letter, or enterprise agreement with you that imposes specific confidentiality obligations, that written agreement will govern to the extent of any conflict for the covered Services only.

15. Service Changes, Availability, and Support

We may add, remove, change, suspend, or discontinue any feature, content set, jurisdiction coverage, model, workflow, or part of the Services at any time. We do not guarantee that any particular feature, dataset, jurisdictional coverage, or integration will remain available.

We may schedule maintenance, emergency maintenance, security actions, or service changes without notice. We do not guarantee uninterrupted or error-free operation unless a separate written service level agreement expressly provides otherwise.

16. Privacy and Data Protection

Our Privacy Policy explains how we collect, use, disclose, and otherwise process personal data. By using the Services, you acknowledge our Privacy Policy.

Where Licentium processes personal data that you provide about other individuals, you are responsible for ensuring that you have a valid legal basis and have provided any notices required by law.

17. Warranties Disclaimer

To the maximum extent permitted by law, the Services are provided on an "as is" and "as available" basis. Licentium disclaims all representations, warranties, conditions, and other terms, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, availability, quiet enjoyment, title, interoperability, accuracy, completeness, or fitness for regulatory, legal, or commercial reliance.

Without limitation, Licentium does not warrant that:

the Services or Outputs will be accurate, complete, current, lawful, or suitable for your needs;
the Services will be uninterrupted, secure, or error-free;
defects will be corrected;
the Services will detect every risk, issue, omission, or compliance gap; or
use of the Services will produce any specific business, licensing, regulatory, legal, technical, or commercial result.

18. Limitation of Liability

Nothing in these Terms excludes or limits liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any other liability that cannot lawfully be excluded or limited.

Subject to the paragraph above, and to the maximum extent permitted by law:

Licentium will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential loss;
Licentium will not be liable for loss of profits, revenue, savings, opportunity, goodwill, reputation, business, customers, anticipated benefits, or data;
Licentium will not be liable for the cost of substitute services, business interruption, regulatory delay, failed filings, lost approvals, enforcement action, market access issues, token or campaign delays, or third-party claims arising from your use of or reliance on the Services; and
Licentium's aggregate liability arising out of or in connection with the Services and these Terms will not exceed the greater of EUR 100.

The limitations in this section apply whether the claim arises in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, equity, or otherwise, and even if Licentium was advised of the possibility of the relevant loss.

19. Indemnity

You agree to indemnify, defend, and hold harmless Licentium, its affiliates, personnel, contractors, advisers, licensors, and service providers from and against any losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:

your Inputs;
your use or misuse of the Services;
your breach of these Terms;
your violation of law, regulation, sanctions, or third-party rights; or
any claim that your Inputs, conduct, or instructions caused infringement, privacy violations, confidentiality breaches, unlawful marketing, or regulatory non-compliance.

20. Suspension and Termination

We may suspend, restrict, or terminate your access to any or all Services immediately and without liability if we reasonably believe that:

you have breached these Terms;
your use presents legal, regulatory, security, reputational, payment, or operational risk;
payment is overdue, disputed, reversed, or subject to suspected fraud;
we are required to do so by law, court order, regulator, or payment processor; or
continuing to provide the Services is no longer commercially or operationally feasible.

You may stop using the Services at any time. If you have a recurring paid plan, cancellation stops future renewals but does not entitle you to a refund for the current paid term unless our Refund Policy or mandatory law provides otherwise.

Upon termination, the licences granted to you under these Terms cease immediately, except that sections which by their nature should survive will survive, including sections relating to payments due, intellectual property, disclaimers, liability limitations, indemnity, confidentiality, dispute resolution, and interpretation.

21. Compliance with Laws, Export Controls, and Sanctions

You are solely responsible for ensuring that your access to and use of the Services complies with all applicable laws, regulations, and professional obligations, including data protection, advertising, consumer protection, financial promotion, financial services, securities, crypto-asset, AML, sanctions, export control, and AI-related rules.

You must not use the Services in a way that would cause Licentium or its service providers to violate applicable sanctions, export control laws, anti-money laundering rules, or other legal restrictions.

22. Governing Law and Jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.

If you are acting in the course of business, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute, claim, or controversy arising out of or in connection with these Terms or the Services.

If you are a consumer, you may have the benefit of mandatory consumer protections and forum rights under the laws of the jurisdiction in which you reside, and nothing in these Terms is intended to override those rights to the extent they apply.

23. Miscellaneous

Licentium may update these Terms from time to time. The updated version will be posted on the relevant page with a revised "Effective Date" or "Last Updated" date. Material changes may also be notified through the Services, by email, or at checkout. Your continued use of the Services after the effective date of an updated version constitutes acceptance of the updated Terms.

You may not assign, transfer, charge, subcontract, or otherwise deal with your rights or obligations under these Terms without our prior written consent. Licentium may assign or transfer its rights and obligations under these Terms to an affiliate, successor, purchaser of business assets, or as part of a financing, reorganisation, merger, or sale.

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be construed to the minimum extent necessary to make it enforceable, or otherwise severed, and the remainder of the Terms shall remain in full force and effect.

No failure or delay by Licentium to exercise any right or remedy shall operate as a waiver. A waiver is effective only if in writing and signed by an authorised representative of Licentium.

These Terms, together with any incorporated policy and any applicable separate written agreement, constitute the entire agreement between you and Licentium regarding the applicable Services and supersede prior or contemporaneous understandings on that subject matter.