Excluding User Content (as defined in clause 5.3 below), the following: (i) content within the Software, including but not limited to text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (the "Materials"), (ii) trademarks, service marks, and logos contained therein ("Marks," collectively with the Materials, the "Textok Content"), are the property of Textok and/or its licensors and may be protected by relevant copyright or other intellectual property laws and treaties. "Textok" and the Textok logo are Marks of Textok and its affiliates.
You bear sole responsibility for all interactions, text, documents, or other content or information uploaded, entered, or otherwise transmitted by you while using the Services and/or Software ("User Content") and the User Derived Content (as defined below). User Content and/or User Derived Content may include, among other things, errors, typos, phrasing, and text found in the content or information transmitted by you. To the fullest extent permitted by law, Textok assumes no liability for you concerning User Content and or User Derived Content, including, without limitation, liability related to: (i) any information (including your confidential information) contained in or apparent from any User Content and/or the User Derived Content; and/or (ii) any copyright infringement claim or other infringement claim by a third party related to or connected with User Content and/or User Derived Content. You warrant, represent, and covenant that: (i) you own or have a valid and enforceable license and all necessary rights to use, submit, or transmit all User Content and use the Service and Software; (ii) no User Content or User Derived Content (as defined below) infringes, misappropriates, or violates or will infringe, misappropriate, or violate the rights (including, without limitation, any copyrights or other intellectual property rights) of any person or entity or any applicable law, rule, or regulation of any government authority with competent jurisdiction; (iii) all summaries, content, or text derived or extracted from User Content using the Summarization Service and/or Software ("User Derived Content") shall be used by the User for personal use only; and (iv) the User shall not disseminate or distribute User Content or User Derived Content in violation of any applicable law or third party's intellectual property rights or other rights. You acknowledge that the Services and Software do not function as an archive or file storage service. You are solely responsible for the backup of User Content and other safeguards appropriate for your needs. You retain all rights, title, and interest in and to your User Content. To the fullest extent permitted by law, by uploading or entering any User Content, you grant Textok (and those it collaborates with) a nonexclusive, worldwide, royalty-free, fully-paid, transferable, and sublicensable, perpetual, and irrevocable license to copy, store, and use your User Content in order to (i) provide the Software and Services; (ii) manage and improve the Software and Services (including enhancing the algorithms underlying the Software and Services); and (iii) collect and analyze anonymous information. To the extent that User Content contains any third-party data, you warrant having obtained all required consents from such third party for Textok to use the User Content as outlined above.
If Textok receives any feedback (e.g., questions, comments, suggestions, or the like) regarding any of the Services and/or Software (collectively, "Feedback"), all rights, including Intellectual Property Rights in such Feedback, shall belong exclusively to Textok, and such shall be considered Textok's Confidential Information. You irrevocably, fully, and unconditionally transfer and assign to Textok all Intellectual Property Rights and remaining rights you have in such Feedback, without any further action or payment being necessary, and waive any and all moral rights you may have with respect thereto, as well as the right to assert or take legal action in connection with such rights. It is further understood that Textok, at its sole discretion, may or may not use any Feedback, and that Textok is in no way obligated to use any part of the Feedback.
6. Subscription Fees and Trial Period
Textok may offer a free trial period for evaluation purposes during the applicable trial period ("Trial Period") before charging for the Subscription Fees. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by law, Textok and Textok Affiliates will have no warranty, indemnity, support, or other obligations or liabilities whatsoever concerning trial periods, and Textok reserves the right to terminate a trial period at any time and for any reason.
In exchange for the Services, you are required to pay the applicable, non-refundable subscription fees specified in the Subscription Plan ("Subscription Fees") at the times and for the periods outlined therein. Your payment may be processed through a third-party payment processing service, and additional terms may apply to such payments. We reserve the right to utilize other third-party payment processing services for such purposes in the future. Unless otherwise stated in the Subscription Plan, all amounts payable under this Agreement are non-refundable, non-cancellable, and exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies, and duties. For all versions of the Services, we reserve the right to charge a fee for features and/or uses that are currently available free of charge. Any failure to pay the applicable charges may result in losing access to some or all of the Services.
7. Privacy Period
8. Third-Party Components
The Software might utilize or incorporate third-party open-source software, files, libraries, or components that could be distributed to you and are subject to third-party open-source license terms. In case of a conflict between any open-source license and this Agreement's terms, the open-source license terms will take precedence, but only concerning the associated third-party open-source software. To the maximum extent permitted by law, Textok offers no warranty or indemnity under this Agreement concerning any third-party open-source software.
To the maximum extent permitted by law, Textok and its licensors do not make any representation, warranty, guarantee, or condition: (a) regarding the effectiveness, usefulness, reliability, timeliness, completeness, or quality of Textok Materials, the Services, or the Software; (b) that your use of Textok Materials, the Services, or the Software will be uninterrupted, secure, or error-free; (c) regarding the operation of any networks, the passing or transmission of data via any networks or the cloud, or any other cellular or data connectivity problems; or (d) regarding the satisfaction of, or compliance with, any laws, regulations, or other government or industry rules or standards. We do not warrant that the content available on or generated by the Software or the Service is accurate, complete, reliable, current, error-free, and/or that the Service or the Software is free of viruses or other harmful code. We reserve the right to make changes in or to the content, the Software, and/or the Services, or any part thereof, without giving you any notice prior to or after making such changes. Textok will not be liable or obligated in respect of delays, interruptions, service failures, or other problems inherent in the use of the Internet and electronic communications or for issues related to public networks or hosting providers.
To the maximum extent permitted by law, you acknowledge that the Service, the Textok Content, and any other goods and/or services provided or made available by Textok under this Agreement or related to it (collectively, the "Textok Materials") are provided on an "as is" and "as available" basis, with all faults, and without any representation, warranty, guarantee, or condition of any kind whatsoever, whether express, implied, or statutory. This includes, but is not limited to, any implied warranties or conditions of merchantability, satisfactory quality, or arising from a course of dealing, law, usage, or regarding security, fitness for a particular purpose, quiet possession, non-infringement, title, quiet enjoyment, reliability, or that otherwise arise from a course of performance or dealing, or usage of trade, all of which are hereby disclaimed by Textok, its suppliers, and licensors.
You are advised not to rely in any way on the correct functioning or performance of the extension. You assume all risks and all costs associated with the use of the Software or Service. You agree that we will not be held responsible for any consequences to you or any third party that may result from your use of the Services and/or for any technical problems, including without limitation, in connection with the Internet (such as slow connections, traffic congestion, or overload of our or other servers) or any telecommunications or Internet providers.
Applicable law may not allow the exclusion of certain warranties, so to that extent, such exclusions may not apply.
10. Limitation of Liability
Notwithstanding anything to the contrary and to the fullest extent permissible by law, in no event shall either party, its affiliates, or any licensor or supplier of Textok, be liable under, or otherwise in connection with, this Agreement, for: (a) any consequential, indirect, special, incidental, or punitive damages; (b) any loss of profits, loss of business, loss of revenue, loss of anticipated savings, or wasted expenditure; (c) any loss of, or damage or interruption to, data, networks, information systems, reputation, or goodwill; and/or (d) the cost of procuring any substitute goods or services. To the maximum extent permitted by law, the combined aggregate liability of Textok and its affiliates under, or otherwise in connection with, this Agreement, the Software, and the Service shall not exceed the amount actually paid (if any) by you to Textok under this Agreement in the three (3) month period immediately preceding the date giving rise to liability. The foregoing exclusions and limitation shall apply: (a) to the maximum extent permitted by applicable law; (b) even if a party has been advised, or should have been aware, of the possibility of losses, damages, or costs; (c) even if any remedy in this Agreement fails of its essential purpose; and (d) regardless of the theory or basis of liability, and whether in contract, tort (including without limitation for negligence or breach of statutory duty), misrepresentation, restitution, or otherwise.
You may have access to certain non-public or proprietary information and materials of Textok and/or its Affiliates, whether in tangible or intangible form ("Confidential Information"). You shall take commercially reasonable measures to protect Textok's Confidential Information within your possession or control from misuse or disclosure to a third party. You shall use Textok's Confidential Information solely for the purposes of performing under this Agreement. In the event that you are required to disclose Confidential Information of Textok pursuant to any Law, regulation, or governmental or judicial order, you will (a) promptly notify Textok in writing of such Law, regulation, or order, (b) reasonably cooperate with Textok in opposing such disclosure, (c) only disclose to the extent required by such Law, regulation, or order (as the case may be).
To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Textok and our affiliates, and our respective officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Software; (ii) your violation of this Agreement; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; and (iv) a third-party claim relating to or in connection with the User Content and/or the User Derived Content (including but not limited to a claim for copyright infringement or related to intellectual property or proprietary rights). Without derogating from or excusing your obligations under this section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
13. Export Laws
You agree to comply fully with all applicable export laws and regulations to ensure that neither the Software and/or the Services nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
14. Updates and Upgrades
We may occasionally, at our discretion, provide updates or upgrades to the Software and/or the Services (each referred to as a "Revision"), but we are not obligated to do so. Such Revisions will be provided according to our current policies, which may include automatic updating or upgrading without additional notice to you. You agree to any such automatic updating or upgrading of the Software. All references in this document to the Software include Revisions. This Agreement shall apply to any Revisions that replace or supplement the original Software unless the Revision comes with a separate license agreement, in which case the separate agreement will govern the Revision.
15. Term and Termination
This Agreement remains in effect until terminated by either Textok or you. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the Software and/or the Services; and/or (ii) terminate this Agreement and your use of the Software and/or the Services if we determine, in our sole discretion, that your actions or activities violate this Agreement or the rights of Textok or any third party, or are otherwise inappropriate. To the maximum extent permitted by law, Textok will not be liable to you or any third party for any of the foregoing actions. If you disagree with any term or condition of this Agreement or any subsequent modifications, or if you become dissatisfied with the Software, your only recourse is to immediately stop using the Software. Unless otherwise stated in the Subscription Plan or required by applicable law, termination does not entitle you to any refund.
Upon termination of this Agreement, you must stop using the Software. Sections 10 to 14, 15, 19, and 20 will remain in effect after the termination of this Agreement.
You may not transfer or assign this Agreement or any rights and licenses granted hereunder, while Textok may do so without restriction or notification.
To the maximum extent permitted by law, Textok reserves the right at any time to: (i) change any information, specifications, features, or functions of the Services and/or Software, including any Trial Period; (ii) temporarily or permanently suspend or discontinue any or all of the Services or Trial Period, including the availability of any feature, database, or content; or (iii) impose limits on certain features and Services or restrict access to parts or all of the Services, including any Trial Period, in each case with or without prior notice and without liability to you or any third party. Textok may update or revise this Agreement from time to time. If Textok updates or revises this Agreement, it will post the updated or revised Agreement on the website or notify you by any other means chosen by Textok in its commercially reasonable discretion. Such changes will become effective thirty (30) days after the notification, and your continued use of the Software and/or Services signifies your acceptance of the updated or revised Agreement. You can find the most current End User License Agreement on our website. It is your responsibility to periodically review the Agreement, and we encourage you to do so.
18. Governing law and disputes
To the fullest extent permissible by law and notwithstanding anything to the contrary, this Agreement shall be governed by and construed according to the laws of the State of Latvia, without regard to its conflict of laws principles. You agree to submit to the personal and exclusive jurisdiction of the courts located in Riga, Latvia, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Despite the foregoing, we may seek injunctive relief in any court worldwide with competent jurisdiction.
This Agreement, along with any other legal notices published by us in connection with the Software, constitutes the entire agreement between you and Textok concerning the Software. If there is a conflict between this Agreement and any of the foregoing, the terms of this Agreement shall prevail. Any amendment to this Agreement will only be binding if it is in writing and signed or otherwise executed by Textok. If a court of competent jurisdiction deems any provision of this Agreement invalid, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. No waiver of any term of this Agreement shall be considered a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
We may update this Agreement periodically, and when we do, the updated Agreement will replace previous versions. By continuing to use the Services after the effective date of any amendments, you give Textok your consent to accept and abide by the updated Agreement.
Submitting a Copyright Infringement Notice
If you believe that third-party material hosted by, posted on, or accessible through Textok's online products, websites or services (including but not limited to the Textok SaaS online tool and the ToV automation service) infringes your copyright rights, please send a notice of infringement to Textok by email at [email protected]
A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
Identification of works or materials being infringed;
Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that we are capable of finding and verifying its existence;
Contact information about the notifier including address, telephone number and, if available, e-mail address;
A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
Upon receipt, Textok or its designated agent may:
remove or disable access to the infringing material; and
notify the content provider, member or user that it has removed or disabled access to the material.
Textok reserves the right to terminate repeat offenders' access to the service.
If you believe that the material that was removed or to which access was disabled is either not infringing, or you believe that you have the right to post and use such material, you may send a counter-notice to [email protected]
If an appropriate and valid counter-notice is received, we may send a copy of the counter-notice to the original complaining party.
In some cases (e.g. the copyright owner does not file an action seeking a court order against the content provider, member or user), the removed material or access to it may be restored after receipt of a counter-notice.
Notice to Individuals
End-users, Personnel, Sub-contractors, and other Authorized Users of our Customers
Our Services are designed for use by corporate clients and enterprises. If our Services are made available to you through one of our Customers, that Customer (a legal entity) acts as the Data Controller for your personal information.
For questions and requests regarding data privacy, please first contact our Customer, who serves as your Data Controller. Textok is not responsible for the privacy or security practices of our Customers, which may differ from those at Textok.
Textok's Customers have the ability to:
Restrict, suspend, or terminate your access to the Services;
Access and provide details about the personal information you have given to them;
Access and export your personal information processed by them;
Amend your personal information, including your end-user profile.