Please read these terms of service (“Agreement”) carefully because it is an agreement between you (“you”) and Textio, Inc. (“Textio”, “we”, “us”, or “our”), and governs your access to and use of our platform, our website (the “Site”), and related services (our platform, the Plug-in, the Site, and related services are collectively referred as the “Services”).
If you are accessing and using the Services by or on behalf of a company or other organization, you agree that you have the authority to bind that company or other organization to this Agreement, and “you” and “your” will refer to that company or other organization. Use of and access to the Services is conditioned upon compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. You acknowledge that you will only create an account or otherwise use the Services if you agree to be legally bound by all terms and conditions herein.
We may modify this Agreement (including any policies we reference), in our sole discretion and at any time, by posting a revised version on the Site. It is important that you review this Agreement whenever we modify it because if you continue to use the Services after we have posted a modified Agreement on the Site, you are indicating to us that you agree to be bound by the modified Agreement. If you don’t agree to be bound by the modified Agreement, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
1. USE OF SERVICES
In order to access and use the Services, you will need to register with us and create an account (“Account”). We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter is or becomes inaccurate, false, or misleading. You are responsible for maintaining the confidentiality of your Account, including the login and passwords for all users who you have authorized to access your Account (“Authorized Users”).
You agree to notify us if any passwords are lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for all activities that occur under your Account, including those carried out by any Authorized Users. You will promptly notify us of any unauthorized use of or access to the Services. You will ensure that your Authorized Users, employees, agents, and representatives comply with all of your obligations under this Agreement.
Subject to your compliance with the terms and conditions of this Agreement, during the Subscription Term, (a) we will make the applicable Services available to you and your Authorized Users; and (b) we hereby grant you and your Authorized Users a limited, non-exclusive, non-transferable, revocable right to access and use the Services solely for your internal business use. Your rights in the Services will be limited to those expressly granted in this Section. We and our licensors reserve all rights and licenses in and to the Services not expressly granted under this Agreement.
You will not: (i) sell, resell, license, sublicense, distribute, rent, or lease the Services, whether for a fee or not, or use the Services to operate any timesharing, service bureau, or similar business; (ii) copy or prepare derivative works of the Services in whole or in part; (iii) access the Services in order to build a competitive product or service; (iv) reverse engineer, reverse assemble, decompile, or otherwise attempt to derive source code from any part of the Services; (v) use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement or applicable documentation; (vi) attempt to gain unauthorized access to any part of the Services or its related systems or networks; (vii) transmit a virus to, overload, flood, spam, or paralyze the Services or take any action or inaction that interferes with the integrity of the Services; (viii) attempt to access or search the Services or download any content from the Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third-party web browsers; or (ix) encourage, authorize, or enable anyone to do any of the foregoing.
The Services may be used through interoperation with certain third-party systems and software (“Third-Party Offerings”) provided by third-party vendors (“Third-Party Vendors”). To the extent you desire to use the Services in connection with Third-Party Offerings:
2. ACCOUNT MANAGEMENT
We won’t charge you a fee to use the basic functionality of our services, but you may be able to pay for additional features, usage, and products. If you do agree to pay for additional features, usage, or products you may be required to leave a credit card on file for us to charge. If you pay any fees with a credit card, we or our third- party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You agree to immediately notify us of any change in your billing address or the credit card.
If you have a paid plan for the Services, the Services will be purchased as a subscription. The initial term of each subscription shall be as specified in the applicable Order Form, as selected via the Site or through the Services. Except as otherwise specified in an Order Form, each subscription will automatically renew for the additional renewal terms equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal before the end of the relevant Subscription Term. Notwithstanding the foregoing, for subscriptions purchased through the invoicing process described below, you must provide at least thirty (30) days’ prior written notice of non-renewal before the end of the relevant Subscription Term or your subscription will automatically renew as set forth herein. The initial term and any renewal term(s) are individually and collectively referred to in this Agreement as the “Subscription Term.”
All fees set forth in an Order Form are stated and payable in U.S. dollars. When you purchase your first subscription to the Services, your account will automatically be charged all applicable fees and taxes for the initial term. Thereafter, you authorize us or our third-party payment processors to periodically charge, on a going-forward basis and until cancelation, all accrued fees for each subsequent Subscription Term.
In the alternative, at our discretion, we may allow you to purchase the Services by issuing an invoice for payment. Invoices will be issued to you at the beginning of each Subscription Term and, unless stated otherwise in the Order Form, invoiced charges are due thirty (30) days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. All past due amounts will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
By subscribing to the Services, you agree to pay us the fees set forth in the applicable written or electronic agreement that we present to you when you purchase your subscription (“Order Form”). Except as otherwise specified in this Agreement, payment obligations are non-cancelable and fees paid are non-refundable.
The Services are provided on a tiered pricing basis determined by the number of credits used during the Subscription Term. The applicable pricing tiers are set forth in the Order Form or on our pricing page. Additional pricing information can be found on our pricing page, which is incorporated by reference herein.
If you purchase credits from us, you agree not to sell or transfer your credits to any other Account without our prior written approval. You also agree not to re-sell any data you obtain from us.
All stated fees are exclusive of taxes or duties of any kind. You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this Agreement or your use of the Services, except for taxes based on our net income.
You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
3. PROPRIETARY RIGHTS AND DATA LICENSE
We and our licensors exclusively own the Services and all enhancements, improvements or derivative works of the Services, including any ideas, concepts, know-how, process, techniques, and methodologies developed by us from performing the Services, and all copyrights, patents, trademarks, and other intellectual property rights therein. You may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices appearing on the Services.
We do not claim any ownership rights in any data, information, or other materials (including audio clips and interview recordings) that you provide through the Services (“Data”). Nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit the Data.
You hereby grant to us a non-exclusive, sublicensable, worldwide, transferable, royalty-free license to use, reproduce, modify, and make derivative works based upon the Data solely in connection with use of the Services and our provision of the Services to you. You agree that you or your licensors own all right, title and interest in and to the Data and that you have all rights in the Data that are necessary and sufficient to use this Data in connection with your Account on the Services, and to grant to us the rights in the Data that you grant to us under this Agreement.
In connection with our provision of the Services, you agree that we may compile and use aggregated and/or de-identified data, usage statistics, and cumulative performance information (“Aggregated Data”) to provide and improve the Services; provided, however, that the Aggregated Data shall not include any personal data and shall be aggregated and/or de-identified in a manner that prevents any third party from identifying any person or that you are the source of the Aggregated Data. We will comply with the requirements for processing Aggregated Data set out in applicable privacy laws with respect to any Aggregated Data we collect. Aggregated Data is not Data.
The Services may provide features that allow you to record individual conversations and/or upload recorded conversations. The laws regarding the notice and notification requirements of such recorded conversations vary by location. You acknowledge and agree that you are solely responsible for providing any notices to, and obtaining consent from, individuals in connection with any recordings as required under applicable law.
Certain features of the Services will generate automated text suggestions (each, “Output”) in response to: (i) Your interaction with such features of the Services; and (ii) Data (collectively, “Input”). As between the parties, to the extent permitted by applicable law and subject to our proprietary rights and your compliance with this Agreement, we assign to you our right, title and interest in and to the Output generated by your Input. We may use, display and modify Input and Output to provide the Services, and comply with applicable law.
The Services and any Output, recommendations, feedback, comments, and/or responses generated by the Services in response to your Data, materials, input, or other information are not intended as any form of an automated decision making technology (as defined by applicable laws) or legal advice regarding regulatory or legal compliance with employment, data privacy, or other relevant applicable laws in the jurisdictions in which you use the Services. You shall evaluate the content, nature, tone, and accuracy of any Output as appropriate for the applicable use case, including by using human review of the Output. You shall be solely responsible for all decisions and actions you take in connection with the implementation or use of such Output recommendations, feedback, comments, or responses.
We may permit you to share Output with other users of the Services, share Output outside of the Services, or even make certain Output public for all (even non-Services users) to view. You acknowledge and agree that, although we may provide certain features intended to allow you to restrict access of some Output from others, we do not guarantee that such Output will never be accessible by others. To the fullest extent permitted by law, we are not responsible for the use of any Output by users or non-users of the Services or any third parties.
If you provide us with any suggestions for improvement, comments, or other feedback regarding the Services (“Feedback”), you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
4. TERM AND TERMINATION
This Agreement will remain in force and effect until the terms of all subscriptions hereunder have expired or have been terminated.
We may suspend or terminate your Account and use of the Services immediately and without notice if you have breached any of the terms in this Agreement, or you have acted in a manner that clearly indicates that you do not intend to, or are unable to, comply with the terms of this Agreement. We will make a good faith effort to provide notice to you in advance of any suspension and will not exercise our suspension remedy except in good faith and as reasonably necessary to resolve the issue giving rise to the suspension right. In addition, we may suspend or limit your Account and use of the Services as we deem appropriate to prevent, investigate or otherwise address (a) any suspected misuse of the Services or (b) any material risk to the security or performance of the Services, the network, or any other customer or business partner. You will not be entitled to any compensation or credits unless the suspension was due to our error.
Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to correct the breach within thirty (30) days following written notice from the non-breaching party specifying the breach; provided that the cure period for any default with respect to payment shall be five (5) business days.
Your rights under this Agreement will automatically terminate upon the any expiration or termination of this Agreement. The provisions of Sections 3, 4, 5 and 6 through 10 will survive any expiration or termination of this Agreement. After termination or expiration of this Agreement, we will retain your Data submitted to the Services in accordance with our data retention policy and procedures.
5. CONFIDENTIALITY
“Confidential Information” means any business or technical information that a party discloses to the other party and designates as “confidential” or “proprietary” at the time of disclosure or that, given the nature or the information or the circumstances surrounding the disclosure, would reasonably be considered to be confidential. Your Confidential Information includes the Data. Our Confidential Information includes the Services, features, and other information relating to the Services and the Feedback. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully received by the receiving party from a third party, who has the right to provide such information without breach of a confidentiality obligation owed to the disclosing party.
Except as permitted in this Agreement, each party will not use any Confidential Information disclosed by the other party except as necessary for the performance or enforcement of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such employee and subcontractor is bound by a written agreement that contains use and nondisclosure restrictions consistent with the terms set forth in this Section. Each party will employ all reasonable steps to protect all Confidential Information disclosed by the other party from unauthorized use or disclosure, including, but not limited to, all steps that it takes to protect its own information of like importance. The foregoing obligations will not restrict either party from disclosing such Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party (if legally permitted) to allow the other party to contest such order or requirement; (ii) to its legal or financial advisors; (iii) as required under applicable securities regulations; and (iv) subject to customary restrictions, to present or future providers of venture capital and/or potential private investors in or acquirers of such party.
Each party acknowledges that a breach by the other party of any confidentiality or proprietary rights provision of this Agreement may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may seek injunctive relief enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.
6. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
Each party represents that it has validly entered into this Agreement and has the legal power to do so.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND OTHER THAN THE ONES EXPRESSLY SET OUT IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Due to the nature of machine learning, Output may not be unique and the Services may generate similar output for You or a third party. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND YOUR COMPLIANCE WITH THIS AGREEMENT, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, WE WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM INPUT, THE OUTPUT, OR THEIR USE.
Without limiting the foregoing, we make no warranty that the Services will meet your requirements, provide specific results or be available on an uninterrupted, secure, or error-free basis. You acknowledge that the provision of the Services depends on necessary hardware, software, networks, storage, and other products and services provided by third parties which are not controlled by Textio, and that we will not be liable for any unavailability of the Services that is due to the outage or failure to perform of any such third-party products or services. You assume sole responsibility and liability for any output or results obtained from the use of the Services and for conclusions drawn from such use. We will have no liability for any claims, losses or damage caused by arising out of or in connection with any Data, Input, Output, or any other information provided to us by you in connection with the Services or any actions taken by us at your direction.
7. INDEMNIFICATION
You will indemnify, defend and hold us and our officers, directors, employees, contractors, representatives and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and other professional fees arising out of or in any way connected with (i) your access to or use of the Services in a manner other than as expressly authorized by this Agreement, (ii) the Data, including but not limited to, the transmission and submission of the Data to the Services, and infringement or misappropriation of any third party proprietary rights by the Data, or (iii) material breach of any representations or warranties that you have made in this Agreement, provided that we: (a) promptly notify you in writing of the claim; (b) grant you sole control of the defense and settlement of the claim; and (c) provide you, at your expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim.
8. LIMITATION OF LIABILITY
OUR TOTAL LIABILITY TO YOU AND YOUR AUTHORIZED USERS FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNTS PAID TO US BY YOU FOR THE SERVICES DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY. WE WILL NOT BE LIABLE TO YOU OR YOUR AUTHORIZED USERS FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR COSTS OF SUBSTITUTE GOODS OR SERVICES, OR FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR RESULTING FROM ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF AN EXCLUSIVE REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9. PRIVACY POLICY
Our Privacy Policy governs the collection, use, and disclosure of your personal information. By using the Services, you consent to the practices outlined in the Privacy Policy.
10. DATA PROTECTION
To the extent Data falls within the scope of the General Data Protection Regulation, the United Kingdom General Data Protection Regulation or California Consumer Privacy Act of 2018, the terms of the Data Processing Addendum of this Agreement apply to the processing of any Customer Personal Data (as defined in the DPA). If you require a signed version of our Data Processing Addendum, please contact privacy@lavalier.ai.
11. EXPORT CONTROL
You agree to comply fully with all relevant export laws and regulations of the United States and other applicable jurisdictions to ensure that neither the Services, nor any direct product thereof, are: (i) downloaded or otherwise exported or re-exported directly or indirectly in violation of such export laws and regulations; or (ii) used for any purposes prohibited by the such export laws and regulations, including but not limited to nuclear, chemical, or biological weapons proliferation.
12. U.S. GOVERNMENT END USER
The Services and its documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212, DFARS 227.7202 and other government acquisition regulations, as applicable. If the Services and its documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the Services and its documentation will be only those specified in this Agreement.
13. DISPUTE RESOLUTION
This Agreement and any action related thereto will be governed by the laws of the State of Washington without regard to its conflict of laws provisions. You and we irrevocably consent to the jurisdiction of, and venue in, the state or federal courts located in the Western District of the State of Washington for any disputes arising under this Agreement.
14. PUBLICITY
You agree that we may identify you as a customer of the Services and display your name and logo (if any) in connection with such identification, on the Site and in its other published marketing materials. We will use good-faith efforts to comply with any reasonable trademark usage guidelines you provide to us in connection with your name and logo.
15. ASSIGNMENT
Neither party may assign or transfer any rights or obligations under this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, each party may assign or transfer this Agreement without the other party’s consent to an affiliate or a third party that acquires the assigning party by merger, the sale of the majority of such party’s stock, or the acquisition of all or substantially all of such party’s assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
16. NOTICE
We may provide any notice to you under this Agreement by: (i) posting a notice on the Sites; or (ii) sending a message to the administrative email address(es) then associated with your Account. Notices we provide by posting on the Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address(es) current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. If you have any questions regarding this Agreement, please contact us via email at info@lavalier.ai.
17. SEVERABILITY
In the event that any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.
18. WAIVER
A party’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of such party.
19. FORCE MAJEURE
Neither party will be responsible for any failure or delay in its performance under this Agreement (except for the payment of money) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, acts of God, or governmental action.
20. ELECTRONIC COMMUNICATION
Communications between you and us will take place electronically. By using the Services, you expressly consent to receive communications from us in an electronic form.
21. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties regarding the Services, and it supersedes and replaces any prior agreements and understandings between the parties regarding the Services and it shall take precedence over all terms, conditions, and provisions on any purchase order or other acknowledgment, order release or business form that you may use in connection with the Services.
