Terms and Conditions

Human Native - General Terms and Conditions

These General Terms and Conditions ("Terms") are a legally binding agreement between you and Human Native Ltd ("Human Native," "we," "us," or "our"). These Terms govern your use of the websites, applications, and other offerings provided by Human Native (collectively, the "Platform").

Section A: Using Our Platform

1. Who we are and how to contact us

Human Native is a company registered in England (company registration number 15609120) whose registered offices are at 9th Floor 107 Cheapside, London, United Kingdom, EC2V 6DN. You can contact us at legal+T&[email protected].

2. Types of Content

Human Native operates an invitation-only online marketplace ("Platform"). Our Platform enables Users (defined below in section 3 (Users) to upload, publish, offer, search for, and license content for use with AI models ("Content"). Such Content may include, from time to time, small representative samples known as "Evaluation Samples". Users may also share certain user generated content ("UGC") from time to time as they interact with the Platform and other Users.

3. Users

Users who offer to provide Content are referred to as "Sellers". Users who search for, take licences of, and use the Content are "Buyers". Sellers, Buyers, their authorised users, and any other users of our Platform are referred to collectively as "Users." Our Platform is intended for business users. Our Platform is not intended for personal use or to be used by children.

4. Human Native's role

Human Native's role is as set out in these Terms and in any other agreement with our Users, such as a Seller -- Platform Agreement or Buyer -- Platform Agreement (collectively, our "Platform Agreements"). Human Native acts as a facilitator for Sellers and Buyers by providing this Platform and other related services as set out in our Platform Agreements (collectively, our "Services").

The contract governing the use of a Content by a Buyer will typically be established in a separate licence between the Seller and Buyer ("Content Licence"). Except as set out in these Terms or other agreement with you, or as otherwise required by law, we do not control or manage Content and take no responsibility for it. We do not act as an agent or partner for any User unless expressly stated in separate agreements. Where you have entered a Platform Agreement with us, this forms a separate, legally binding contract that, in the event of any conflict or ambiguity in these Terms, takes precedence. Any Platform Agreement does relieve, remove or replace, a party's obligations or rights under these Terms in areas not specifically addressed by those agreements. This includes but is not limited to the following sections, which we suggest you read carefully:

• Section 12 (Reasonable use)

• Section 20 (Creating, uploading or sharing Content)

• Section 22 (Rights you are giving us to use material you upload)

• Section 27 (How we protect Users from illegal Content)

5. We may make changes to these Terms

These Terms may evolve as we continue to learn from real-world use and as we enhance our Platform. Please refer to our Terms regularly to stay informed of any updates.

6. We may transfer this agreement to someone else

We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will seek to ensure that any such transfer will not affect your rights under the Terms.

7. Privacy policy

Our privacy policy can be read on our website.

8. Which country's laws apply to any disputes

These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. You and Human Native both agree to the exclusive jurisdiction of the courts of England and Wales.

9. By using the Platform you accept these Terms

By using the Platform, you agree to comply with these Terms, together with any other applicable policies referenced herein. If you do not agree to these Terms, you must not use our Platform. You are responsible for ensuring compliance by your authorised users.

10. We may make changes to our Platform

We may update and change our Platform from time to time to reflect changes to our Services, our Users' needs, and our business priorities.

11. Platform availability

We do not guarantee that our Platform, or any Content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Platform for business and operational reasons, as set out in these Terms or otherwise in the Platform Agreement.

12. Reasonable use

You may only download a Content in accordance with an express licence under a relevant Content Licence or, as applicable, an Evaluation Sample in accordance with an express licence under a Platform Agreement. Subject to any contrary agreement in a Platform Agreement you may download an Evaluation Sample once, and may download Content once in the first 3 (three) months following the execution date of the Content Licence and not thereafter. We reserve the right to charge £0.35 plus VAT per Gigabyte for any other downloads of Content and/or Evaluation Samples.

13. You must keep your account details safe

If you create or are provided with a username, password, or any other security details as part of our Platform's registration process, you must keep this information confidential and not share it with anyone else. You must notify Human Native immediately if you have any concerns about the login details for any user account, such as if they are lost, stolen or otherwise compromised. We reserve the right to disable any username or password, whether selected by you or assigned by us, at any time if we believe you have breached these Terms or if we have concerns about security.

14. No text or data mining or web scraping

Users are strictly prohibited from scraping, mining, or otherwise extracting data from the Platform except for downloading, via the download functionality of the Platform, Content in accordance with an express licence under a Content Licence or an Evaluation Sample in accordance with an express licence under a Platform Agreement.

Without prejudice to the foregoing, you are not permitted to conduct, facilitate, authorise, or allow any text or data mining or web scraping activities in relation to our Platform, website, or any services provided by us, for any purpose, including but not limited to the development, training, fine-tuning, or validation of AI systems or models. This restriction includes, but is not limited to:

• The use (or permission, authorisation, or attempted use) of any automated means such as "robots," "bots," "spiders," "scrapers," or any other automated device, program, tool, algorithm, code, process, or methodology to access, obtain, copy, monitor, or republish any portion of our platform, website, or any data, content, information, or services accessed via the Platform.

• Engaging in any automated analytical technique aimed at analysing text and data in digital form to generate information, patterns, trends, or correlations, or for the purpose of developing, training, fine-tuning, or validating AI systems or models.

These provisions constitute an express reservation of our rights in this regard, including for the purposes of Article 4(3) of the Directive on Copyright in the Digital Single Market ((EU) 2019/790). This clause will not apply insofar as (and only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the applicable laws.

15. You must not introduce viruses

You must not misuse our Platform by knowingly or recklessly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful, or otherwise harmfully interacting with our Platform, other websites, or any part of them. You must not attempt to gain unauthorised access to our site, the server on which our Platform is stored or any server, computer or database connected to our Platform or any other equipment or network connected to it. You must not interfere with, damage or disrupt any software used in the provision of our Platform or any equipment or network or software owned or used by any third party on which this Platform relies in any way. You must not attack our Platform via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you may commit a criminal offence, such as under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Platform, website(s) and other assets will cease immediately.

16. Our intellectual property and competing products and services

You may not attempt to copy, modify, duplicate, create derivative works from, mirror, distribute, reverse compile, disassemble, or reverse engineer all or any portion of our Platform. You may not access or use our Platform or Services to compete with Human Native or in order to build a product or service that competes with Human Native. "HUMAN NATIVE AI" is our trade mark.

17. Linking to the Platform

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part (or on the part of other Users) where none exists. We reserve the right to withdraw linking permission without notice. If you wish to link to or make any use of content other than that set out above, please contact legal+T&[email protected].

18. Feedback

As part of your use of the Services, feedback may be generated or otherwise submitted and provided to Human Native. By using our Platform, you acknowledge and agree that Human Native may use this feedback to improve or modify our Services, and Human Native may use or share this feedback freely, without restrictions, and without any payment to you.

19. General

Human Native is the owner or the licensee of all intellectual property rights in our Platform and in the material (to include Content) uploaded to or published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. If you are a Buyer, the Content Licence you have with the Seller will explain in detail how you may use the Content. If you are a Seller, you are responsible for establishing and enforcing the rights and obligations in the Content Licence.

20. Creating, uploading or sharing Content

When you create, upload, or share content (whether it is Content or UGC) to/on our Platform, or to interact with other Users, you must comply with these Terms, including the standards set out in the Content Rules at Section B, and any applicable provisions of any Platform Agreement. When you create, upload or share content, you also agree to the following:

• Warranties and liability: You warrant that any content you create, upload, or share complies with the Content rules (below). If you breach this warranty, you will be liable to us and agree to indemnify us for any loss or damage we suffer as a result. This means you will be financially responsible for any claims, losses, damages, or costs we incur due to your failure to comply with these requirements.

• Confidentiality and ownership: Except for Content covered by the relevant Platform Agreement(s) and your branding, we will consider all UGC and any other content you upload to our Platform as non-confidential and non-proprietary. See section 22 (Rights you are giving us to use material you upload).

• Disclosure of your identity: We reserve the right to disclose your identity to any third party who claims that content uploaded by you violates their intellectual property rights, privacy rights, or any other legal rights.

• Content removal: We have the right to remove or disable any content you upload if we determine that it does not comply with these Terms to include Content Rules (Section B), any Platform Agreement or any other relevant agreements. In cases where we remove your content, we will notify you where possible, unless prohibited by law or if such notification could prevent the detection or prevention of illegal activities.

If you have any concerns or wish to discuss content that you have uploaded to our Platform that has been removed, please contact us at legal+T&[email protected].

21. Content is not approved by Human Native

Content and UGC have not been verified or approved by us. The views expressed by Users on our Platform do not necessarily represent our views or values.

22. Rights you are giving us to use material you upload

Regarding Content: If you are a Seller, the specific rights and obligations concerning the Content you upload to our Platform are governed by the terms of the Platform Agreement you have entered into with us. The Platform Agreement forms a separate, legally binding contract that takes precedence regarding our commercial relationship with you and how we handle your Content. However, they do not replace or override these Terms in areas not specifically addressed by the Platform Agreement.

Regarding all other User-Generated Content (UGC): When you upload or post any UGC to our Platform, you grant Human Native a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, create derivative works from, display, and perform the UGC in connection with providing, promoting, and improving our Services. This licence continues unless and you delete or removes the UGC from the Platform, and thereafter for a retention period of up to six years, to ensure compliance, audit, and record-keeping requirements.

For all types of content, you acknowledge that Human Native retains the right (subject to these Terms) to review, disable access to, remove, or edit such content on the Platform for the following purposes:

• To operate, secure, and improve the Platform, including fraud prevention, risk assessment, investigation, and customer support purposes.

• To ensure User compliance with these Terms, Platform Agreements and any other applicable agreements or policies.

• To comply with applicable laws, regulations, or orders/requirements of courts, law enforcement agencies, or other administrative or governmental bodies.

• To address content deemed harmful, objectionable, or in violation of these Terms, Platform Agreements and any other applicable agreements or policies.

• To take actions set out in these Terms, such as terminating or suspending access to the Platform.

• To maintain and enforce quality, eligibility, or compliance standards, including removing or restricting access to content that does not meet required criteria.

Section B: Content rules

The Content Rules in this Section B apply to any material you upload, share, or generate on the Platform. This includes Content and UGC. These Content Rules also apply to any interaction you have with other Users through the Platform. You must comply with these rules both in spirit and to the letter. Human Native reserves the right, in its sole discretion, to determine whether any content or conduct breaches these Content Rules. By uploading, sharing, or generating content on the Platform, you confirm that your content complies with these Content Rules and that you have the necessary rights, permissions, and authority to do so.

23. Prohibited Content

Content must not:

• Be defamatory, obscene, offensive, hateful, inflammatory, or pornographic.

• Infringe any copyright, database right, trademark, or other intellectual property rights.

• Encourage or promote acts of violence, terrorism, self-harm, suicide, eating disorders or any illegal activities.

• Incite hatred, violence, or discrimination against any person or group based on race, religion, gender, sexual orientation, disability, or any other protected characteristic.

• Include graphic violence or realistic depictions of harm, whether against people or animals.

• Contain viruses, malware, or any harmful code designed to affect the operation of any hardware or software.

24. Prohibited use

You may not use the Platform in any way that:

• Breaches any local, national, or international law or regulation.

• Is unlawful, fraudulent, or has any unlawful or fraudulent purpose or effect.

• Causes harm or attempts to harm any person, including minors, in any way.

• Involves bullying, insulting, intimidating, or humiliating any person.

• Engages in or facilitates unsolicited advertising, spam, or other forms of solicitation.

If you are a Buyer, your use of Content must strictly adhere to the terms of the relevant Content Licence. Content must not be used for the purpose of developing, training, fine-tuning, or validating AI systems or models in a way that violates any applicable Content Licence, the Digital Copyright Directive ((EU) 2019/790), or other applicable laws.

25. Interaction with other Users

You must not engage in any behaviour that could be considered harassment, intimidation, or any other form of malicious conduct toward other Users. Any attempt to impersonate another individual, misrepresent your affiliation, or mislead other Users is strictly prohibited.

26. Enforcement and removal

Human Native has the right to remove, edit, restrict access to, or disable any content that violates these Content Rules. Human Native also reserves the right to disclose your identity to third parties claiming that your content violates their intellectual property rights, privacy rights, or other legal rights. Human Native co-operates with law enforcement agencies and relevant authorities.

Any illegal content, particularly involving terrorism, child sexual exploitation, or hate speech, will be promptly reported to the appropriate authorities.

If we restrict access to any content, you generate or upload to or share on our service in a way that breaches these Terms, you have a right to bring a claim against us for breach of contract. If we suspend or ban you from using our service in a way that breaches these Terms, you have a right to bring a claim against us for breach of contract.

Section C: Content management and protection

27. How we protect Users from illegal Content

At Human Native, our primary goal is to create a responsible and ethical content marketplace where rights holders and AI developers can collaborate while adhering to the highest standards of safety, legality, and respect for human rights. We are committed to maintaining a safe and secure platform for all our Users. As part of this commitment, we may take proactive measures to address, and remove illegal, harmful, or inappropriate content, to include of the nature described in section 23 (Prohibited Content) ("Prohibited Content") from our Platform. We take the following actions in relation to specific types of Prohibited Content:

Minimising Terrorism Content: We minimise the length of time for which terrorism-related content is present on the Platform and address risks posed by such content by spot checking content and co-operating with law enforcement agencies and relevant authorities, such as the National Counter Terrorism Centre, to ensure rapid action is taken. We will swiftly take down any terrorism-related content when we find out about it and notify the appropriate authorities as required.

Preventing Child Sexual Exploitation and Abuse (CSEA): we minimise the length of time for which CSEA content is present on the Platform and address risks posed by such content by spot checking content, co-operating with law enforcement agencies and the National Society for the Prevention of Cruelty to Children (NSPCC), adopting a zero-tolerance policy for such content and reporting instances as required by law. We will swiftly take down any CSEA-related content when we find out about it and notify the appropriate authorities as required.

Other Priority Illegal Content: We will minimise the length of time for which other content that amounts to an offence is present on the site, including content relating to assisting suicide, threats to kill, public order offences, harassment, stalking and fear or provocation of violence, drugs and psychoactive substances, firearms and other weapons, assisting illegal immigration, human trafficking, sexual exploitation, sexual images, proceeds of crime, fraud, financial services, foreign interference, animal welfare and offences relating to being involved in committing any of these offences (known as inchoate offences). We minimise the length of time for which such content is present on the Platform and address risks posed by such content by spot checking content, co-operating with law enforcement agencies, adopting a zero-tolerance policy for such content and reporting instances as required by law. We will swiftly take down any CSEA-related content when we find out about it and notify the appropriate authorities as required.

28. Compliance with law enforcement and regulators

Human Native is committed to building an ethical and lawful Platform. We will cooperate with law enforcement and regulatory agencies in cases involving Prohibited Content or other illegal behaviour on our Platform. If any content is deemed unlawful or in breach of these Terms, we reserve the right to disclose such content to law enforcement, other governmental authorities, or in response to a court order.

29. Content and behaviours you should report to us

You should report the following content and behaviours to us:

• Content you consider to be Prohibited Content or otherwise illegal;

• When you think we are not dealing with illegal content or activity as we should;

• Where you think our content reporting systems and processes could be improved;

• When you think we have insufficiently considered the importance of protecting Users' rights to freedom of expression or privacy;

• Where you suspect that content infringes third-party rights, including rights related to intellectual property, data protection, privacy, and publicity;

• Where you suspect our Platform is being used for training AI models in ways that are unethical, discriminatory, or that generate harmful outputs.

30. How to complain or report content

If you become aware of any content on our Platform that violates these Terms or is otherwise illegal or harmful, please report it to us immediately to legal+T&[email protected].

31. No Surveillance

We encourage users to report any suspicious or potentially harmful content they encounter. Our team will investigate, but Human Native does not engage in unwarranted surveillance. We will notify you if your content is flagged or removed, unless doing so would compromise an ongoing investigation or infringe on legal obligations.

Section D: Disclaimers and liability

32. Our Platform is provided AS-IS

Except as otherwise stated in these Terms or in our other agreements with you (including, for example, our Platform Agreement), our Platform and Services are provided on an "AS IS" basis, and Human Native, to the fullest extent permitted by law, excludes and gives no representations, warranties, conditions, or other terms of any kind in respect of the Platform and Services, whether express or implied, including (but not limited to) warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement.

Human Native is not liable for any reliance by Users on our Platform or Services. You use the Platform entirely at your own risk. It is therefore your responsibility as a User to consider and decide if our Platform and Services are suitable for your use, noting in particular the following:

• Platform and Services only: Human Native provides the Platform and Services only. Except as set out in these Terms or as otherwise required by law, we do not control or manage Content and take no responsibility for them. We do not act as an agent or partner for any User unless expressly stated or agreed. We are not responsible for any loss, damage, or issues arising from Content or the relationship between Sellers and Buyers; such matters are governed solely by the Content Licence.

• No legal advice: The content on our Platform, including any User-Generated Content, is not intended to be legal advice, and you should not rely on it as such. You must seek professional or specialist advice before taking or refraining from any action based on the content available on our Platform.

• Accuracy of information: While we strive to keep our information on our Platform up to date, we make no representations, warranties, or guarantees, whether express or implied, regarding the accuracy, completeness, or currentness of any content, materials, data, or other information on the Platform.

• Third-party links: Our Platform may contain links to or interact with websites, applications, or resources provided by third parties. These links are offered for your convenience and information only. The inclusion of any such links does not imply any approval, endorsement, or recommendation by Human Native of the linked websites, apps, or the information, products, or services that you may access through them. Human Native has no control over the contents of these third-party sites, apps, or resources and accepts no responsibility or liability for them. We make no express or implied warranties regarding the accuracy, content, products, or services available through these external websites, apps, or resources. Accessing and using such third-party content is entirely at your own risk.

• Viruses: We do not guarantee that our Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programs and platform to access our site. You should use your own virus protection software.

• Availability: Human Native will not be responsible for any interruptions, delays, failures, or non-availability of the Services which are caused by third-party services (including websites and generative AI solutions), errors or bugs in third party software, hardware, or the internet on which Human Native relies to provide the Services. Human Native does not control such third-party services and such errors and bugs are inherent in the use of such software, hardware, generative AI and the internet.

33. Our responsibility for loss or damage suffered by you

IMPORTANT: Please note that this section 33 relates to our Platform and Services only. It does not concern any loss, damage, or problem associated with Content or the relationship between Sellers and Buyers: such matters are covered in the Content Licence. If you are a Seller or Buyer, this section 33 only applies to the extent it is not covered by any Platform Agreement with you. If there is a conflict between what is written above and the Platform Agreement, the Platform Agreement applies.

We do not exclude or limit in any way our liability to you for loss or damage arising from your use of the Platform where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation. However, in certain situations, our responsibility to you for certain types of loss, damage, or claims is excluded or otherwise limited.

Except to the extent we have agreed to the contrary in a Platform Agreement with you:

• We exclude all implied conditions, warranties, representations or other terms that may apply to our Platform, website(s), or any content or information made available on them; and

• we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

  • use of, or inability to use, our site; or

  • use of or reliance on any content, information, materials, or data displayed on our site; and

  • in particular, we will not be liable for: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.