Rehearsable

Definitions

For the purposes of these Terms:

• Add-on Fees: the fees payable by the Creator for any optional additional features, functionalities, or services selected by the Creator, as specified in the Order Form, that are not included in the Creator's subscription plan.
• AI Supported Countries: (i) countries and territories supported by OpenAI as listed from time to time at https://platform.openai.com/docs/supported-countries (ii) countries and territories supported by Anthropic as listed from time to time at https://www.anthropic.com/supported-countries and (iii) any additional restrictions that Rehearsable notifies the Creator from time to time.
• AI Usage Policies: (i) OpenAI's usage policies available from time to time at https://openai.com/policies/usage-policies (ii) Anthropic's usage policies available from time to time at https://www.anthropic.com/legal/aup and (iii) and all replacement and additional usage policies that Rehearsable notifies the Creator from time to time.
• Authorised User: (i) the Creator or (ii) an individual identified by the Creator as authorised to access the Rehearsable Platform and Services, and may include learners, customers, employees or contractors of the Creator.
• Creator, you, your: a business, organisation or individual identified as a 'Creator' in an Order Form and which is entering into a contract with Rehearsable to access the Rehearsable Platform and use the Services.
• Creator Account: an account on the Rehearsable Platform created by a Creator
• Creator Space: a dedicated environment on the Rehearsable Platform for creating and managing AI learner experiences.
• Documentation: the current version of the user and technical documentation relating to the Services that may be accessed at https://rehearsable.ai/help.
• Fees: Subscription Fees, Add-on Fees and Overage Fees or, as required by the context, any of them.
• Generated Output: output generated by artificial intelligence, including (but not limited to) OpenAI and Anthropic.
• Input Content: content input by an Authorised User in connection with the Services, which may include training materials, methodologies, AI prompts, scenarios, characters, feedback frameworks, conversation messages and voice recordings during AI learner experiences.
• Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, 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 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.
• Order Form: (i) the subscription plan (including any free trial) ordered by the Creator via the Rehearsable Platform, or (ii) any order form entered into by the Creator and Rehearsable which describes the Services to be provided by Rehearsable to the Creator.
• Overage Fees: the fees payable by the Creator for any usage of the Services in excess of the usage allowance applicable to the Creator's subscription plan.
• Rehearsable, we, us, our: Rehearsable Ltd a company registered in England and Wales with company number 15250514 and its registered office at 71-75 Shelton Street, London, WC2H 9JQ.
• Rehearsable Platform or Platform: the proprietary web application and other software tools and services that Rehearsable makes available at https://rehearsable.ai and that are accessed by Authorised Users in order to use the Services.
• Rehearsable Services or Services: use the AI-powered learning and practice tools that Authorised Users access and use via the Rehearsable Platform.
• Subscription: the agreement between Rehearsable and the Creator for the subscription to the Services in accordance with the terms of the Order Form and these Terms.
• Subscription Fees: the fees payable by the Creator for the Services as specified in the Order Form.
• Subscription Term: the period during which the Subscription continues.
• User Account: an account on the Rehearsable Platform created by an Authorised User.

1. Rehearsable Platform and Services

1.1 Rehearsable Platform and Services

The relationship between Rehearsable and the Creator is governed by these Terms to the exclusion of any agreement previously entered into by the parties in connection with Rehearsable's services ("Previous Agreement"). If applicable, the parties agree that the Previous Agreement is terminated by mutual agreement with effect from the date of the Order Form.

1.1.1 Rehearsable grants the Creator a non-exclusive, non-transferable licence, without the right to grant sublicences,

• to access the Rehearsable Platform and to use the Services; and
• to permit each Authorised User to access the Rehearsable Platform and to use the Services,

during the Subscription Term, subject to the terms and conditions set out in these Terms.

1.1.2 The licence granted under clause 1.1.1 is subject to the Creator undertaking that it shall not, and ensuring that each Authorised User shall not:

• attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform or Services in any form or media or by any means; or
• attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software that is used to provide the Services; or
• access all or any part of the Platform or Services in order to build a product or service which competes with the Services; or
• except as expressly permitted under these Terms, use the Platform or Services and/or Documentation to provide services to third parties; or
• except as expressly permitted under these Terms, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform or Services available to any third party; or
• attempt to obtain, or assist third parties in obtaining, access to the Platform or the Services; or
• upload any sensitive data or confidential information to the Platform; or
• introduce or permit the introduction of any Virus into the Platform or Rehearsable's network or information systems; or
• access the Platform or use the Services for any illegal, harmful, or unauthorised purpose; or
• infringe upon the Intellectual Property Rights of others; or
• input or upload any content that is libelous, slanderous, pornographic, obscene, unlawful, harassing, hateful, predatory, defamatory, threatening, violent or otherwise objectionable or offensive; or
• involve the transmission of unsolicited or unauthorised advertising, promotional materials, or spam; or
• impersonate any person or entity or misrepresent the Creator's affiliation with any person or entity; or
• create multiple accounts to circumvent trial limitations, usage limits, or fees; or
• access or attempt to access the source code, servers or database for the Services; or
• interfere with, or attempt to interfere with, the proper functioning of the Platform or the Services; or
• access or attempt to influence the AI prompts, including approaches known as "jailbreaking", "prompt injection", or "prompt leaking"; or
• use any data mining, robots, or similar data gathering or extraction methods; or
• use the Services or Generated Outputs to replicate, reverse-engineer or create derivative works based on Input Content; or
• use the Services for any purposes other than intended.

1.1.3 Rehearsable does not warrant that:

1. an Authorised User's use of the Platform or the Services shall be uninterrupted or error free; or
2. the Generated Output will be free from infringement of third-party rights, including Intellectual Property Rights; or
3. the Services will meet an Authorised User's requirements; or
4. the Platform or Services will be free from vulnerabilities or viruses; or
5. use of the Services will produce any specific results

1.1.4 The Creator further acknowledges and agrees that it is solely responsible for:

1. ensuring that each Authorised User agrees to and complies with the End User Terms; and
2. all acts and omissions of an Authorised User as though they were the Creator's own acts or omissions.

1.2 Beta Features

Rehearsable may make beta, pilot, or experimental features available from time to time ("Beta Features"). Beta Features are provided "as is" and "as available" without warranties of any kind, and may be modified or discontinued at any time without notice. Beta Features may contain bugs, errors, or other issues. You acknowledge that use of Beta Features is at your own risk. Rehearsable reserves the right to collect feedback on Beta Features and use such feedback to improve the Software.

2. Creator's Obligations

2.1 Creator Owner Accounts

The Creator Owner is the primary account holder for the Creator.

A Creator Owner account can be created by signing up to a Rehearsable subscription from the Rehearsable website, or by invitation from the Rehearsable team.

A Creator Owner account must be created for business purposes, rather than personal use.

2.2 Access to the Rehearsable Platform

The Creator undertakes that it shall, and ensure that each Authorised User shall, throughout the Subscription Term:

• Provide accurate, current, and complete information during registration and promptly update its account information as needed
• Maintain the confidentiality of all account passwords and accept responsibility for all activities that occur under the Creator Account or a User Account
• Use all commercially reasonable endeavours to prevent unauthorised access to a Creator Account or User Account. The Creator shall notify Rehearsable immediately at support@rehearsable.ai if the Creator becomes aware of or suspects any unauthorised access of a Creator Account or User Account
• Not share Creator Account or User Account credentials with others or allow others to access the Services, except as expressly permitted by these Terms
• Provide Rehearsable with reasonable cooperation, access, and information as may be required to provide the Services
• Obtain and maintain all necessary licences, consents, and permissions required for Authorised Users to use the Services in accordance with these Terms
• Comply with the AI Usage Policies as updated from time to time
• Ensure that Authorised Users are located in one of the AI Supported Countries
• At all times and at its own expense comply with all laws and regulations that are applicable to its activities under these Terms.

2.3 Communications

You agree that Rehearsable may use the email address associated with your Creator Account as the primary method of communication.

3. AI and Generated Output

You acknowledge and agree, and shall ensure that each Authorised User acknowledges and agrees, that:

1. the Services use artificial intelligence that generates Generated Output, which is outside the control of Rehearsable. Generated Output from artificial intelligence can contain mistakes, errors, or inaccuracies, be incomplete, infringe intellectual property rights, breach applicable laws, or have other undesirable consequences. Rehearsable makes no representations, warranties, or guarantees about the accuracy, completeness, reliability, or suitability of Generated Output for any particular purpose; and
2. Rehearsable is not liable for the content of Generated Output or the consequences of the Creator or Authorised User, relying on, or taking decisions based on, the output of the Services, including (without limitation) Generated Output; and
3. Any feedback, coaching, or advice provided by AI is for general informational and educational purposes only; and
4. AI-generated content should not be relied upon as a sole source of guidance, or as a substitute for expert or professional advice; and
5. Your use of and reliance upon Generated Output is entirely at your own risk.

You should not input any sensitive data, confidential information, or information that should not be disclosed to third parties.

The Creator is responsible for:

• Reviewing, verifying, and approving any Generated Output before using or publishing it;
• Ensuring that its use of Generated Output does not infringe or misappropriate any third-party rights;
• The Input Content, including prompts, characters, scenarios, input messages and voice recordings that influence Generated Output;
• Evaluating Generated Output before acting upon it;
• Seeking expert guidance or professional advice for their specific situation;

Rehearsable reserves the right, but has no obligation, to monitor use of the Services and, if we determine that such use violates these Terms, we may modify or remove the content or suspend or terminate access in accordance with Section 4.

We do not use Input Content to train AI models. We use OpenAI and Anthropic as AI providers who do not use customer data for model training.

4. Rehearsable's Rights

Rehearsable reserves the right, without notice or liability, to:

• Modify, suspend, or terminate the Services (in whole or in part) at any time and for any reason
• Refuse or restrict access to the Platform for any reason, including violation of these Terms
• Access any Creator Account, User Account, Creator Space or Input Content, for the purposes of providing technical support, maintaining safety and security, improving our services, or complying with legal requirements
• Remove any Input Content that we believe violates these Terms at our sole discretion
• Suspend or terminate any Creator Account or User Account at any time and for any other reason, at our sole discretion

Where reasonably practicable, Rehearsable will provide advance notice before exercising these rights.

5. Intellectual Property

Each party shall retain ownership of all Intellectual Property Rights owned or used by it prior to the commencement of the Subscription Term.

5.1 What Rehearsable owns

Rehearsable or its licensors own all Intellectual Property Rights in the Rehearsable Platform and the Services.

Except as expressly stated herein, these Terms do not grant the Creator any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Rehearsable Platform or the Services.

The parties agree that nothing in these Terms shall be construed to prevent Rehearsable from using learnings, ideas and knowledge (even if acquired through providing the Services) from carrying out its business activities, or from acquiring, licensing, marketing, distributing, developing for itself or others, or have others develop for it, similar products, services or materials performing the same or similar functions to the Services contemplated by these Terms or any Order Form, subject always to ensuring that it does not include any Creator Input Content.

Except as set out in clauses 5.2 and 5.3., any new Intellectual Property Rights that arise out of, or in connection with, activities undertaken pursuant to these Terms shall be owned by Rehearsable.

Rehearsable warrants that the Creator's use of the Services, in accordance with these Terms (excluding Generated Output) will not infringe the Intellectual Property Rights of any third parties.

5.2 What the Creator owns

Rehearsable acknowledges and confirms that, as between Rehearsable and the Creator:

1. the Creator shall retain the Intellectual Property Rights in Input Content (including but not limited to training materials, methodologies, AI prompts) input in connection with the Services; and
2. the Creator owns all Generated Output from their Creator Space.

Rehearsable assigns to the Creator all its right, title and interest, if any, that Rehearsable has in and to the Generated Output.

The Creator grants Rehearsable a non-exclusive, royalty-free, perpetual, worldwide licence to use all Input Content and Generated Output to:

• provide and improve the Rehearsable Platform and the Services;
• provide technical support;
• ensure compliance with these Terms and applicable laws; and
• generate anonymised, aggregated analytics.

The Creator hereby grants Rehearsable a limited, irrevocable, non-exclusive, non-transferable, worldwide and royalty-free licence to use the Creator's name and trade mark in order to refer to the supply by Rehearsable of the Services on Rehearsable's website and in Rehearsable's sales and promotion material.

5.3 Feedback

Rehearsable may use any feedback and suggestions for improvement relating to the Services received from the Creator or any Authorised User without charge or limitation ('Feedback'). The Creator hereby assigns (or shall or procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Rehearsable at the time such Feedback is first provided to Rehearsable.

6. Third-Party Websites and Services

6.1 Externally Embedded Experiences

The Creator may embed the Services in third-party websites or services. When embedding or accessing the Services via an external website the Creator acknowledges and accepts that:

• These Terms apply to the Services
• Any individual who accesses the Services via a third-party website is considered an Authorised User under these Terms
• Use of the Services may also be subject to the terms of the third-party website or service
• Any use of third-party websites or services is entirely at the Creator's own risk
• Rehearsable is not responsible for the third-party website's functionality, content, availability, security or data practices

6.2 Integrations

Rehearsable may offer integrations with third-party services to provide additional features. These integrations are provided "as is" and "as available" without any warranties. By enabling an integration, the Creator acknowledges and agrees that:

• Rehearsable is authorised to exchange data with the third-party service as necessary for the integration
• Rehearsable is not a party to any agreement between the Creator and the third-party provider
• Rehearsable is not responsible for the third-party service's functionality, content, availability, security, or data practices
• Rehearsable does not warrant or represent that any integration will meet, or be adequate for the purposes of, the Creator's needs

6.3 Third-Party Links

The Services may contain links to third-party websites or services. We do not monitor and are not responsible for the content, accuracy, or practices of any third-party sites.

7. Payments

7.1 Fees

Unless specified otherwise in an Order Form, during the Subscription Term, Rehearsable invoices Subscription Fees in advance and Overage Fees and Add-on Fees in arrears:

1. In the case of a monthly Subscription, on the same date each month that the subscription started; or
2. in the case of an annual Subscription, on each anniversary of the date on which the Subscription started.

7.2 Payment

Unless otherwise agreed in the Order Form, you agree to provide a valid payment method and authorise Rehearsable to charge the applicable Fees to your chosen payment method immediately following the invoicing of the Fees in accordance with clause 7.1.

7.3 Taxes

All Fees exclude VAT which will be added to your invoice where required by law.

7.4 Late Payment

If the Creator has not paid the Fees by the due date (whether as a result of the Creator's payment method being declined or otherwise) then, without prejudice to any other rights and remedies of Rehearsable, Rehearsable may, without liability to the Creator, suspend access to the Services for any period during which such amounts remain unpaid. The Creator acknowledges and accepts that any suspension of the Services as a result of late payment will not result in an extension of the Subscription Term.

7.5 Free Trials

We offer a free trial period for new Creators. You can cancel your free trial at any time before the trial end date. If you do not cancel your trial, you will automatically start a paid subscription on your trial end date. If you cancel during your free trial, you will have access until your trial end date.

Free trials are limited to one per Creator (determined by business entity, payment method, and/or email domain). We reserve the right to deny or terminate free trials if we detect abuse, including multiple trial registrations.

We reserve the right to modify or discontinue free trials at any time.

8. Termination and Deletion

8.1 Termination of Subscription

Either party may terminate the Subscription at any time, subject to any notice periods specified in an Order Form. Termination is effective at the end of the current monthly or annual billing period. Rehearsable will issue a final invoice for any outstanding Overage Fees and Add-on Fees and the Creator will pay such final invoice in accordance with clauses 7.1 and 7.2.

The Creator may request export of their data at any time during the period of 30 days following termination of the Subscription by contacting support@rehearsable.ai. Exports will be provided in available formats within a reasonable timeframe. At the end of the 30-day period Rehearsable shall arrange for all the Creator's data to be irretrievably deleted, save such data that Rehearsable is required to retain by law or for legitimate business purposes (such as transactional records for tax compliance).

8.2 Account Deletion

The Creator may request the deletion of the Creator account or an Authorised User account at any time by contacting support@rehearsable.ai.

The Creator shall ensure that all requests for the deletion of Authorised User accounts are in the first instance directed to the Creator and not to Rehearsable.

Deletion of the Creator Account will be treated as a termination of the Subscription in accordance with clause 8.1.

9. Warranties

9.1 Subject to the remainder of this Clause 9, Rehearsable warrants that (i) the Services will operate materially in accordance with its Documentation and (ii) it will provide the Services with reasonable care and skill.

9.2 The Creator acknowledges and accepts that the warranties in Clause 9.1 shall not apply to the extent that any non-availability or error in the Services arises as a result of (in whole or in part) the following risks ("Inherent Risks"):

1. The Rehearsable Platform and the Services being subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties;
2. incorrect operation or use of the Software by the Creator or any Authorised User (including any failure to follow the Documentation);
3. use of any of the Software other than in accordance with these Terms;
4. use of any Software with third party software or services or on equipment with which it is incompatible;
5. any act by any third party (including hacking or the introduction of any virus or malicious code);
6. any modification of Services (other than that undertaken by Rehearsable or at its direction); or
7. any breach of these Terms by the Creator or Authorised User.

The Creator acknowledges and accepts that the Inherent Risks are inherent in software and that Rehearsable shall have no liability for any non-availability or error in the Services resulting from the Inherent Risks.

9.3 Other than as set out in these Terms, and subject to Clause 10, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

10. Liability

10.1. Nothing in these Terms limits or excludes any liability which cannot legally be limited or excluded, including but not limited to liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

10.2 Subject to Clause 10.1:

• Rehearsable shall not be liable, whether in contract (including under any indemnity), in tort (including negligence), under statute or otherwise, under or in connection with these Terms, for any loss of profit, loss of sales or business, loss of anticipated savings, loss of use, unavailability or corruption of software, loss of or damage to goodwill, pure economic loss or for any special, indirect or consequential loss howsoever arising, or for any consequences of the Creator's or any Authorised User's use of, or reliance on, Generated Output; and
• Rehearsable's total aggregate liability under or in connection with these Terms shall be limited to the greater of: (i) the total value of the Fees paid or payable to Rehearsable by the Creator in the twelve (12) months prior to the first event that gave rise to the relevant cause of action; or (ii) $1000.

10.3 The Creator shall indemnify and hold Rehearsable harmless for any losses, damages, costs and expenses incurred by Rehearsable in relation to any third party claim brought or threatened against Rehearsable as a result of the Creator's use of the Services other than in accordance with these Terms.

11. Data Protection

Each Party shall comply with its obligations under the Data Protection Addendum which may be accessed at https://rehearsable.ai/dpa/.

12. Privacy

Our Privacy Policy explains how we collect, process and keep your data safe.

13. General Terms

13.1 Assignment

The Creator shall not assign the Subscription or any of its rights and obligations under these Terms without Rehearsable's prior written consent. Rehearsable may at any time assign, any or all of its rights under these Terms.

13.2 Severance

If any court or administrative body finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms shall not be affected. The Parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the Parties' original commercial intention.

13.3 Force Majeure

Except for the obligation to pay amounts due under these Terms, neither Party will be liable for any failure or delay in the performance of its obligations under these Terms due to any cause outside its reasonable control, including (but not limited to) acts of God, war, labour shortage or dispute, governmental act, failure of the internet, hosting provider, manufacturer or equipment failures, computer or malicious attacks, provided that the affected party notifies the other party in writing and uses its reasonable efforts to correct the failure or delay in performance.

13.4 Entire Agreement

The Terms and the Order Form, together with all Documents expressly referred to in each of them, constitute the entire agreement between the Parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings, representations and agreements between them relating to its subject matter. Each Party acknowledges that in entering into these Terms 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 the Order Form or these Terms. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation (or negligent misstatement) based on any statement in these Terms. Nothing in this Clause 13.4 shall limit or exclude any liability for fraud.

13.5 No Partnership or Agency

Nothing contained in these Terms shall be deemed to constitute the relationship of principal and agent nor partnership as between Rehearsable and the Creator or any of its agents or representatives. The Creator (including its employees, agents, representatives and contractors) shall not hold themselves out as agents of Rehearsable or do anything which might cause the Creator, its agents, representatives and contractors to be taken by third parties as acting as an agent or agents of Rehearsable.

13.6 Third-Party Rights

These Terms are made for the benefit of the Parties and (where applicable) their successors and permitted assigns and are not enforceable by any person who is not a party to it.

13.7 Notices

Notices to you will be sent to the email address associated with your account. Notices to Rehearsable should be sent to hello@rehearsable.ai.

13.8 Amendments

Rehearsable reserves the right to amend the Order Form or these Terms or to make changes to subscription plans, prices, features, or usage limits at any time, at its sole discretion. For material amendments or changes that substantially affect your rights or obligations, we will provide at least 14 days' notice by email or via the Rehearsable Platform. Non-material amendments or changes take effect immediately upon notification. Continued use of Rehearsable after the amendments or changes take effect constitutes acceptance of the amendments or changes.

13.9 Governing Law and Jurisdiction

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

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 or its subject matter or formation.

13.10 Survival

Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms shall remain in full force and effect, including Sections 5 (Intellectual Property), 10 (Liability), 11 (Data Protection), and this Section 13 (General Terms).