Apollo Research Terms of Service

These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).

Subject to your compliance with these Terms, we will provide you with access to the Services.

We will not be responsible for any other services unless expressly set out in these Terms or on our Site.

If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.

Where you engage third parties to operate alongside the Services (for example, any third-party software systems you wish to integrate with the Services), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.

You must sign up for an Account in order to access and use the Services.

You may invite Authorised Users to access and use the Services under your Account. You are responsible for ensuring that your Authorised Users comply with these Terms. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using the Services. Any limitations on the number of Authorised Users you can have will be set out in your Account or on the Services.

While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):

If you close your Account, you and your Authorised Users will lose access to the Services.

During the Term, we grant you and your Authorised Users a right to use our basic Services in accordance with these Terms. This right cannot be passed on or transferred to any other person.

You must not (and you must ensure that your Authorised Users do not):

While we strive to always make the Services available to you, we do not make any promises that these will be available 100% of the time. The Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance. For the avoidance of doubt, the Services are not provided with any service level agreement or uptime commitment, and we do not guarantee any minimum level of availability or performance.

The Services may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Services.

We own all intellectual property rights in and to the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.

We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions. You hereby assign to us (with full title guarantee) by way of present and future assignment all rights (including intellectual property rights) in and to your feedback and suggestions.

We do not own any of Your Data, but when you enter or upload any of Your Data into the Services, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data for the duration of your use of the Services (and for a reasonable period of time afterwards). Unless your plan says otherwise, we may use Your Data (or disclose it to third party service providers) to:

You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

You are responsible for (meaning we are not liable for):

When you use the Services, we may collect Usage Data and generate de-identified data from Your Data and use of the Services (for example, through aggregation). We own that data and may use it for our own purposes, such as to provide and improve the Services, to improve our monitoring and grading capabilities, to develop new services or product offerings and to identify business trends. Where we make any such data publicly available, we will use commercially reasonable efforts to de-identify it so that it does not identify you. For the avoidance of doubt, Usage Data is not Your Data and does not require anonymisation before we may use it.

If you do not provide Your Data to us, it may impact your ability to receive the Services.

The Services are not designed to process Sensitive Data. You must not submit Sensitive Data into the Services unless expressly supported by the functionality and with our express prior written consent.

This clause 6 will survive the termination or expiry of these Terms.

The Services utilise artificial intelligence and machine learning technologies. You acknowledge that:

While using the Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

You must only disclose another person’s data (including Personal Data) to us if you have the right to do so (such as having the person’s express consent). If you disclose such data to us without the right to do so, notwithstanding anything to the contrary in these Terms, you are solely responsible for any consequences arising from that disclosure, including any claims, regulatory action or penalties, and we will have no liability in respect of such data.

Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

This clause 8 will survive the termination or expiry of these Terms.

Nothing in these Terms limits any liability which cannot legally be limited, including Liability for:

Subject to the clauses above, to the maximum extent permitted by law, we will not be liable for any Liability caused or contributed to by, arising from or in connection with:

Subject to clauses 9.1 and 9.2 above, but despite anything else to the contrary in these Terms, to the maximum extent permitted by law:

This clause 9 will survive the termination or expiry of these Terms.

We may suspend your access to the Services where we reasonably believe there has been any unauthorised access to or use of the Services (such as the unauthorised sharing of login details for the Services). If we suspend your access to the Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate these Terms and your access to the Services will end.

Either Party may terminate these Terms for convenience by providing the other Party with at least 30 days’ written notice.

We may terminate these Terms immediately by giving you written notice if:

You may terminate these Terms if we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach.

Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.

Termination of these Terms will not affect any other rights or liabilities that we or you may have.

This clause 10 will survive the termination or expiry of these Terms.

Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

Complaints and Feedback: We are always looking to improve our services and products. If you have any feedback or a complaint, please notify us on our contact details set out in these Terms and we will take reasonable steps to address any concerns you have.

Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.

Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 14 days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by The Centre for Effective Dispute Resolution.

Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including the Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

Governing law: These Terms are governed by the laws of England and Wales and both parties submit to the exclusive jurisdiction of the courts operating in England and Wales.

Illegal Requests: We reserve the right to refuse any request for or in relation to the Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

Data Protection: If you are not a consumer, the attached Data Processing Addendum forms part of these Terms to the extent Personal Data is processed in connection with the Services or these Terms. To the extent of any inconsistency between these terms and conditions and the Data Processing Addendum, the Data Processing Addendum will prevail with respect to such Processing of Personal Data.

Professional Services Disclaimer: The Services do not constitute, and are not a substitute for, financial, legal or risk management advice.

Publicity: You agree that we may, with your written consent, advertise or publicise the fact you are a customer of ours, for example on the Site or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.

This Data Processing Addendum (DPA) applies to the extent the Parties process Transferred Data.

Except as set out in paragraph 1.3 of this DPA, you are the Controller of Transferred Data and we are Processing Transferred Data on your behalf as your Processor. Attachment A sets out the required description of such Processing and may be updated from time to time by written agreement of the Parties.

We shall act as an independent Controller where Processing: (a) your contact information and the contact information of your Authorised Users and other personnel that we receive in connection with the Services and the Terms, (b) Personal Data collected for or in Usage Data and Feedback, and (c) Personal Data processed in accordance with clause 6.6. Where we act as an independent Controller only paragraphs 1, 2 and 4 of this DPA apply.

You shall comply with the Data Protection Law and all other applicable data protection and privacy laws in the Processing of Transferred Data.

We shall comply with Data Protection Law in the Processing of Transferred Data.

Without prejudice to the generality of paragraph 1.4 of this DPA, you warrant and represent that you have all rights and consents, and have provided all notices, as required by the Data Protection Law and all other applicable data protection and privacy laws to lawfully (a) Process Transferred Data in connection with the Services and (b) permit us to Process Transferred Data in order to provide the Services to you and perform and exercise our rights and obligations under the Terms (including this DPA).

You will defend, indemnify and hold us harmless from and against any third party claim arising out of or in connection with any breach of paragraph 2.1.

Where we act as your Processor:

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, we agree to implement appropriate technical and organisational measures in relation to the Transferred Data designed to ensure a level of security appropriate to that risk in accordance with the Data Protection Law.

You authorise our engagement of the Sub-Processors already engaged by us at the Commencement Date, which are set out in Attachment B.

Where we wish to engage a new Sub-Processor, we agree to provide written notice to you of the details of the engagement of the Sub-Processor at least 14 days’ prior to engaging the new Sub-Processor (including details of the processing it will perform). You may object in writing to our appointment of a new Sub-Processor within 7 days of such notice, provided that such objection is based on reasonable grounds relating to data protection. In such event, the Parties will discuss such concerns in good faith with a view to achieving resolution. If the Parties are not able to achieve resolution, we may, at our election:

You agree that the remedies described above are the only outcomes available if you object to our engagement of any proposed Sub-Processor.

Where we engage a Sub-Processor to Process Transferred Data, we agree to enter into a written agreement with the Sub-Processor containing data protection obligations substantially as protective that those in this Data Processing Addendum with respect to the Transferred Data, and to remain responsible to you for the performance of such Sub-Processor’s data protection obligations under such terms.

Where the transfer of Transferred Data from us to a Sub-Processor is a Restricted Transfer, it will be subject to a UK Transfer Mechanism (and documents or legislation referred to within it) and the UK Transfer Mechanism is considered an appropriate safeguard.

We agree to:

We agree to notify you without undue delay upon becoming aware of a Personal Data Breach affecting Transferred Data, and to provide you with reasonable information to allow you to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Law.

We agree to take reasonable commercial steps to investigate, mitigate and remediate each such Personal Data Breach, and to keep you reasonably informed of the same on your request.

If you decide to notify a Supervisory Authority, Data Subject or any other person of a Personal Data Breach, you agree to provide us with advance copies of the proposed notices and, subject to the Data Protection Law (including any mandated deadlines under it), allow us an opportunity to provide any clarifications or corrections to those notices.

We agree to provide reasonable assistance to you, at your cost (to be charged on a reasonable time and materials basis), with any data protection impact assessments, and prior consultations with Supervisory Authorities, which you reasonably consider to be required by the Data Protection Law.

Subject to any document retention requirements at law, we agree to without undue delay and in any event within 30 business days of the date of cessation of any Services involving the Processing of Transferred Data, delete and procure the deletion of all copies of those Transferred Data to the extent Processed as Your Processor.

Subject to paragraph 10.2 of this DPA, to the extent we act as Your Processor and are required by the Data Protection Law, we shall:

Any audit (or inspection):

In this Data Processing Addendum, capitalised terms have the meaning given to them in the main body of the Terms, and as follows:

The terms “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing” (including “Processed” and derivatives thereof) and “Processor” shall have the same meaning as in the Data Protection Law.