License Terms

1. About these terms

These License Terms are between The Trustee for The Wink Group, trading as Wopie (we, us), and the Customer (you). They form part of the Agreement and should be read with the General Terms, Usage Terms, Product Terms and Acceptable Use Policy. Capitalised terms have the meanings given in the Definitions. Liability, termination and governing law are dealt with in the General Terms.

2. Licence grant

Subject to the Agreement and payment of the applicable Fees, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Service for your internal business purposes during the term of the Agreement. This includes installing the Wopie apps in your Workspaces, using the web application, and permitting your Authorised Users to delegate work to Wopie in Channels.

The licence covers the Service as we make it available from time to time. It does not include any right to receive source code, to run the Service on your own infrastructure, or to use it outside the Chat Platforms and web application we support. Use of the Wopie apps is also subject to the app marketplace rules of Slack and Microsoft, and we may need to change the Service to stay compliant with them.

3. Authorised Users and contractors

You may allow your employees to use the Service as Authorised Users. You may also allow contractors, outsourced staff and agencies to act as Authorised Users, but only to do work for you. A contractor may not use your Account to serve other clients.

• Every Authorised User must be at least 18 years old and must comply with the Agreement. You are responsible for their acts and omissions as if they were your own.
• You decide which Channels Wopie joins and which Connected Tools it can read. Anyone who can add Wopie to a Channel in your Workspace is treated as acting with your authority.
• You must remove access for anyone who stops working for you, and tell us promptly if you believe an Authorised User has misused the Service.

4. Restrictions

Except as the law expressly allows despite this clause, you must not, and must not permit anyone else to:

• copy, modify, adapt, translate or create derivative works of the Service, or reverse engineer, decompile, disassemble or otherwise try to discover its source code, models, prompts or underlying structure;
• resell, rent, lease, lend or sublicense the Service, or provide it to third parties as a service bureau, managed service or outsourced offering;
• circumvent, disable or interfere with Approval Rules, Gated Actions, Blocked Actions, rate limits, usage limits, authentication or any other security or safety control in the Service;
• scrape, crawl or extract data from the Service other than your own Customer Data through the export features we provide;
• use the Service, or Outputs, to build, train, fine-tune or improve a product or model that competes with the Service;
• publish benchmarks, performance comparisons or evaluations of the Service without our prior written consent;
• remove, hide or alter any copyright, trademark or other proprietary notice in the Service or Documentation;
• access the Service to monitor its availability or functionality for a competitive purpose, or attempt to gain unauthorised access to any part of it or to another Customer's Account;
• use the Service in breach of the Acceptable Use Policy or in a way that is unlawful, or that infringes anyone's rights.

We may monitor usage patterns, request volumes and security telemetry to check compliance with this clause and to protect the Service and other Customers. As the Acceptable Use Policy says, we do not routinely monitor the content of Customer Data, and we look at it only when a report, an anomaly or the law requires it.

If we reasonably believe a restriction has been breached, we may suspend the affected Account or Workspace while we investigate. We will tell you why, limit the suspension to what is necessary, investigate promptly, and restore access as soon as the concern is resolved. Where the breach is not serious and can be fixed, we will ask you to fix it before suspending. The termination rights in the General Terms also apply.

5. Customer Data

You own Customer Data. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process, analyse and display Customer Data, and to pass it to our Sub-processors, only as needed to provide, secure and support the Service, to comply with law, and as otherwise permitted by the Privacy Policy and Data Processing Agreement. The licence ends when the Agreement ends, except for copies we must keep by law and backups that rotate out as described in the General Terms.

How we handle Customer Data, including how long we keep it, where it is stored, which Model Providers process it and whether it is used to improve the Service, is governed by the Privacy Policy and the Data Processing Agreement. Nothing in these License Terms gives us broader rights in Customer Data than those documents allow.

6. Outputs

You own the Outputs the Service produces for you. To the extent we have any right, title or interest in an Output, we assign it to you when the Output is generated, and we will do anything reasonably needed to give effect to that assignment. This is subject to two limits:

• Third-party rights. Outputs often reproduce or summarise content drawn from your Connected Tools and Channels. Where that content belongs to someone else, the assignment does not transfer their rights, and you are responsible for having permission to use it.
• Similar Outputs. Large language models generate similar or identical text for different users who give similar requests. The assignment does not stop us or other Customers from generating and using Outputs that resemble yours, and we do not warrant that any Output is unique or free of third-party claims.

Outputs form part of Customer Data for the purposes of the Privacy Policy and Data Processing Agreement. As the General Terms explain, Outputs are generated by probabilistic models and must be reviewed by an Authorised User before you rely on them.

7. Our intellectual property

We and our licensors own the Service, including its software, interfaces, prompts, workflows, the models we build or fine-tune, the Documentation, and the Wopie name, logo and other trademarks. We also own Aggregated Data, which we may use to operate, analyse and improve the Service and to publish general statistics, provided it never identifies you, an Authorised User or any individual.

Nothing in the Agreement transfers any of our intellectual property to you. All rights not expressly granted are reserved. You may not use the Wopie name or logo without our written consent, other than to describe factually that you use the Service. The Service may include open-source or third-party components that are licensed under their own terms; those terms apply to those components in place of this clause, to the extent they conflict.

8. Feedback

If you or an Authorised User give us suggestions, ideas, bug reports or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that feedback for any purpose, including to improve the Service, without any obligation to you and without attribution. Feedback does not include Customer Data, and we do not treat feedback as your Confidential Information unless you tell us it is when you give it.

9. Beta features

We sometimes offer features labelled beta, preview, early access or similar. Beta features are provided as-is, for evaluation, and may be incomplete, change without notice or be withdrawn at any time. Our warranty that the Service will perform materially in accordance with the Documentation does not apply to beta features, and they are excluded from any service level commitment in an Order Form.

• Use beta features at your own discretion. Do not rely on them for work you cannot afford to have interrupted.
• We may ask for more detailed diagnostic information or usage data about a beta feature than we collect for the rest of the Service. If so, we will tell you what we collect and why.
• Everything else in the Agreement, including the Acceptable Use Policy, the limits in the General Terms and the protections for Customer Data, applies to beta features in full.

10. Changes to features and Model Providers

The Service evolves. We may add, change or remove features, adjust how Wopie performs tasks, and change the Model Providers we use, so long as we do not materially reduce the core capabilities of the Service during a paid Subscription Term. The current Model Providers are listed at /legal/sub-processors, and changes to them are notified as described in the Data Processing Agreement.

The core capabilities are: delegating work to Wopie in a Channel, reading context from Connected Tools you have authorised, producing Deliverables, and pausing Gated Actions for Approval. If we discontinue a core capability without offering a materially equivalent replacement, we will give you at least 30 days' notice where practicable. You may then end the Agreement by notice to us before the discontinuation takes effect, and we will refund pro rata:

• unused prepaid subscription Fees for the remainder of the current Subscription Term; and
• the purchase price of unused Top-up Credits. This is the only situation in which Top-up Credits are refundable other than where the law requires a refund.

11. Questions

If you need a licence that these terms do not cover, such as use by an Affiliate, a reseller arrangement or a benchmarking project, contact legal@wopie.ai and we will discuss an Order Form. For help using the Service, contact support@wopie.ai. Suspected security issues should go to security@wopie.ai.