Published October 20, 2021. Effective as of October 20, 2021. These Terms replace and supersede all prior versions.
Please take a moment to read through the Terms, to ensure that you have a complete and clear understanding of the principles and legal obligations under which we provide you the Platform.
1.1 To use the Platform, you must be at least 18-years old and have full legal rights to agree to these Terms, in accordance with the laws of your country of residence; other restrictions may be applicable to specific functionalities of the Platform or based on the territory of access or use, as notified through the Platform. You might use the Platform for yourself or your employer (in either case you represent and warrant that you have the required legal capacity to do so) either through direct online registration or by placing an Order.
1.2. We may offer from time-to-time various free or paid functionalities, packages, features, or versions of the Platform which may contain in addition to these Terms their specific additional terms. We may make changes to the Terms from time to time, and if we do, we will notify you by revising the date at the top of the Terms and, in some cases, we may provide you with additional notice. You should review the Terms regularly. Unless otherwise noted, the amended Terms will be effective immediately, and your continued use of our Platform will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Platform and remove it from your systems.
2.1. Soleadify hereby agrees to provide you the right to use the Platform, under a limited, non-exclusive, non-transferable, non-sublicensable and revocable license, in accordance with these Terms. You may not develop any platform, service, product, toolset, dataset, or derivative work from the Platform, whether in aggregated or non-aggregated form, and whether in identified or de-identified form.
2.2. Soleadify and its affiliates retain all Intellectual Property Rights (means patents, rights to inventions, copyright and related rights, trademarks, logos, marks, trade and domain names, rights in computer software and databases, know-how, look and feel, designs, workflows, and any other intellectual property rights or rights of a similar nature, registered or unregistered, including all applications and rights to apply for protection) over: (i) the Platform; (ii) its Content (meaning text, images, videos, audio, algorithms, software, data or other information); (iii) Confidential Information (means any information marked confidential or which would normally under the circumstances be considered as such); and (iv) Platform Insights (means any data reflecting access or the use of the Platform by or on behalf of you or your authorized users and information collected by Soleadify by referencing the Content on the Platform or otherwise derived by processing any Content, including without limitation any models, insights, or other predictive information or data that is sufficiently different from your own submitted Content). You hereby assign to Soleadify all right, title, and interest that you may have in the Platform Insights. Except for our use rights in this Agreement, you retain all rights, title, and interest that you have in your Content, Intellectual Property Rights and Confidential Information.
2.3. You acknowledge and agree that Soleadify Aggregate Data (means aggregated and anonymized statistical and other information from the use of the Platform, which does not identify a specific person, and which may be used for reporting, research, improvements, fraud prevention, industry compliance, and other reasonable business purposes) is not Confidential Information and consent to the collection and use of Soleadify Aggregate Data. We may also use your company name, username or logo in any publicity or advertising describing our relation or partnership, unless you notify us otherwise. Use of the Soleadify Intellectual Property Rights requires our prior consent.
3.1. The Platform contains Content made available by Soleadify or any user of the Platform, including you. Depending on the Platform version or functionality, you and other users may have access to each other’s Content or submit or publicly share third party Content, as allowed by the Platform. You hereby grant us, without any restriction or compensation to you, a worldwide, unlimited, transferable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, distribute on multiple levels of distribution, publicly perform, display, or license copies of any Content, as necessary to provide you the Platform and any related services and support under this Agreement.
3.2. Although we are using reasonable efforts to monitor the Content and the way the Platform is used, we cannot guarantee it will be free of (i) malware or contaminants that may harm your systems, or any files therein, (ii) materials you may find objectionable or inappropriate, (iii) used in violation of these Terms for malicious purposes, or (iv) unencrypted transmissions over the Internet. Soleadify disclaims any responsibility or liability related to third-party Content (including yours, for which you are solely liable) or the manner or purposes for which the Platform is used and reserves the right to remove or modify any Content or restrict or remove any access, for any reason, with or without notice. We reserve the right to enforce all reasonably available legal remedies to protect the Platform and its users against illegal, damaging, or malicious use.
3.3. If you provide us with feedback or suggestions regarding the Platform or other offerings, we may use the feedback or suggestions without any restrictions or obligations.
4.2. Please note that you are responsible for assessing compliance with your applicable privacy laws and other information technology laws and regulations applicable to you or your use of the Platform. When you are using any Data, you are responsible for processing it lawfully, informing and where relevant, obtaining the consent of the data subject, implementing the required privacy policies, in accordance with the applicable privacy laws.
4.3 Where permitted by law, we will access your Content. For example, to perform under these Terms, we may need to access your Content to respond to (i) Feedback or support requests; (ii) detect, prevent, or otherwise address fraud, security, legal, or technical issues; and (iii) enforce the Terms. We may also use automated systems to analyze Content using techniques such as machine learning to improve our Platform and the user experience.
5. Platform Use
5.1. You further expressly consent to the following rules and to:
(a) comply with all terms and conditions specified herein as well as any other specific additional terms, documents or policies, as published by us, from time to time; (b) comply with all terms and conditions required by third-party providers of any data, products, services, software, etc. which you might use with the Platform and assume any risk related to such use; (c) not offer, use, or permit the use of the Platform in a computer services business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time-sharing basis, as a part of a hosted service, or on behalf of any third party or for any activity where use or failure of the Platform could lead a situation that threatens the safety of human life or severe physical harm or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control; (d) not use or encourage others to use the Platform: (i) to infringe any rights, (ii) to violate any laws or contracts, (iii) to access, tamper with or misuse any data or system, (iv) share any Content that is unlawful, harmful, invasive of another’s privacy, or otherwise objectionable; (e) not use the Platform for any purposes prohibited by US, EU or other applicable law, including any export control laws; (f) except as expressly permitted in the Terms, not alter, port, adapt, merge, translate, decompile, develop versions or derivative works, reverse engineer, modify (including any proprietary markings, features or functionalities of) the Platform or otherwise derive the source code, data representations or underlying algorithms, processes, methods, and any other portion of the Platform. If the laws of your jurisdiction give you the right to decompile the Platform to obtain information necessary to render the licensed portions of the Platform interoperable with other software, you must first request such information from us. We may, in our discretion, either provide such information to you or impose certain conditions on your decompilation form to ensure that our and our suppliers’ proprietary rights in the Platform are protected; (g) not resell, sublicense, assign, transfer, rent, lease, lend or otherwise distribute your rights acquired under these Terms and you are required to flow down to the extent applicable, all your obligations herein to, and will be liable for, all third parties to which you give access to the Platform; (i) not attempt to, or gain unauthorized access to any service, account, computer systems or network or circumvent any authentication or security measures or test the vulnerability of the systems or networks (e.g., by sending a virus, overloading, spamming, or mail-bombing or use the Platform to distribute malware, impersonate or misrepresent affiliation with any person or entity); (j) maintain, monitor and control all activity conducted through your account, back-up and validate data from all systems and we assume no liability for any activity, data loss or corruption thereof.
6.1. We may provide certain services or Platform versions or functionalities for a fee, as specified in the applicable documentation or public offer. We may also sign a separate enterprise agreement with you under which your access to the Platform will be specified; in absence of a separate enterprise agreement your access will be governed by these Terms. Therefore, you authorize us to store your payment method provided and use it in connection with your use of the Platform, as described in the Terms. The price stated for the Platform excludes all applicable taxes and currency exchange settlements, unless stated otherwise. We may suspend or cancel access to the Platform if we do not receive an on time, full payment from you as specified in the offer or the Platform. Suspension or cancellation for non-payment could result in a loss of access to and use of your account and its Content. To pay the fees, you will be asked to provide a payment method at the time you sign up for a paid feature or use. You can access and change your billing information and payment method in your account. You agree to promptly update your account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. Depending on the paid versions or service of the Platform we may make available from time to time, we may bill you in advance a one-time only fee (ensuring access for a specific period) or on a recurring basis as a subscription base fee. Also, we may charge you up to the amount you have approved, and we will notify you in advance of any change in the amount to be charged for recurring subscription.
6.2. If we make available the Platform or any version or feature available on a subscription model, you agree to pay the fees on a subscription basis (e.g., monthly, or annually), and you agree that you are authorizing recurring payments, and payments will be made to us by the method and at the agreed recurring intervals, until the subscription is terminated. By authorizing recurring payments, you are authorizing us to store your payment instrument and process such payments. Any errors on your bill need to be notified to us within 60 days after the error first appears on your bill, otherwise you release us from all liability and claims of loss resulting from the error and we won't be required to correct the error or provide a refund.
6.3. You may cancel at any time, with or without cause and you will not receive a refund at the time of cancellation and will be required to pay all charges made to your billing account for the Platform before the date of cancellation. Depending on the type of paid service related to the Platform that you used, you may be required to pay cancellation costs and lose access to and use of your account. If you cancel, your access to the paid service ends at the end of your current service period or, if we bill your account on a periodic basis, at the end of the period in which you canceled.
7. Your Commitments and Liability
7.1. By using the Platform, you warrant that you have: (i) all necessary licenses and permissions to use, submit and share your Content; (ii) the rights necessary to grant the licenses in the Terms, and (iii) the legal capacity to comply with the Terms.
7.2. You will indemnify us and our affiliates, subsidiaries, officers, agents, employees, resellers, distributors, vendors, customers, partners, and licensors (“Soleadify Related Party”) from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of, or related to your Content, your use of the Platform, or your violation of the Terms. We have the right to control the defense of any claim, action, or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action, or matter.
8. Disclaimers and Limitation of Liability
8.1. You understand and agree that your use of the Platform is at your own risk and responsibility and that we and any Soleadify Related Party make no warranties, express, implied, statutory, or otherwise, guarantees or conditions regarding the use or availability of the Platform or any part thereof. The Platform is provided “AS-IS” and on “AS AVAILABLE” and “WITH ALL FAULTS” basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, statutory, or otherwise, including non-infringement, availability, service uptime, informational content or accuracy, title, merchantability, fitness for a particular purpose or capability of the Platform to integrate or interoperate with other technologies or generate expected output. We make no commitments about the Content within the Platform. We further disclaim any warranty that the Platform (i) will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (ii) the results obtained from the use of the Platform will be effective, accurate, or reliable; (iii) the quality of the Platform will meet your expectations; or (iv) any errors or defects in the Platform will be identified or corrected.
8.2. To the maximum extent permitted by applicable law, we (and Soleadify Related Party) are not liable to you or anyone else for any special, incidental, indirect, consequential, moral, exemplary or punitive damages whatsoever, regardless of cause, including losses and damages (i) resulting from loss of use, data, informational content or accuracy, title, reputation, revenue, profits, interruption of business, computer malfunction, failure of software, or server down time; (ii) based on any theory of liability, including breach of contract or warranty, negligence, or other tortious action; or (iii) arising out of or in connection with your use of or access to the Platform. In jurisdictions where exclusion of implied warranties or limitation of liability for incidental or consequential damages is not legally possible (meaning that some of the above limitations may not apply to you), our liability will be limited to the greatest extent permitted by law.
8.3. Your exclusive remedy against us (or Soleadify Related Party) and our total liability in any matter arising out of or related to the Terms is limited to the aggregate amount that you paid for access to the Platform during the six-month period preceding the event giving rise to the liability. These limitations and exclusions apply to the maximum extent permitted by law even if a remedy does not fully compensate you for any losses or fails of its essential purpose or even if we knew or should have known about the possibility of damages.
8.4. We specifically disclaim all liability for any actions resulting from your use of the Platform or any related services. You may use and access the Platform at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of and access to the Platform or any related services.
9.1. You may stop using the Platform at any time, unless otherwise agreed in writing. Termination of your account does not relieve you of any obligation to pay any outstanding fees. We may also terminate your use of the Platform at any time ( e.g. we discontinue the Platform; we have a reasonable suspicion that you have breached or attempted breach of these Terms or applicable law; provision of the Platform is deemed unlawful or may infringe any rights; if applicable, you fail to pay the fees in due time; there has been an extended period of inactivity in your free account). In respect of paid licenses, we will provide you with reasonable notice in advance. Upon termination you must delete all copies of the Platform or any output, at your expense.
9.2. Upon the expiration or termination of the Terms, some or all of the Platform functionalities may cease to operate without prior notice. Your indemnification obligations, our warranty disclaimers and limitations of liabilities, and dispute resolution provisions stated in the Terms will survive.
10.1 Trade Sanctions and Export Control Regulations. The Platform, and your use, may be subject to laws, restrictions, and regulations of the United States, European Commission, United Nations, and other similar national or international jurisdictions ("Export Control Sanctions") that (i) govern the import, export, and use of the Platform; and (ii) may prohibit us from providing the Platform to you without notice. By using the Platform, you represent and undertake that you, your affiliates, or users (i) are not named on any Export Control Sanctions list of restricted parties, (ii) will not export or reexport the Technology (or any result therefrom) directly or indirectly, to any country or a foreign national of a country in violation of any such Export Controls Sanctions list, (iii) will not engage in activities that would cause us (or any Soleadify Related Party) to be in violation of Export Control Sanctions and (iv) you will comply, and you will regularly review and take appropriate action to ensure compliance with all domestic and international export laws and regulations that apply to the technology used or supported by the application. These laws include restrictions on destinations, end users, and end use.
10.1 Third Party Materials. The Platform may contain or may be enjoined by third party components including open source code (OSC), which are subject to their own terms and conditions, as detailed on our website or within the Platform. If you use the Platform in conjunction with third-party systems, data, products, services, platforms, etc., then you need to ensure full compliance with the terms and conditions required by such third-party providers. With respect to certain OSC, to the extent there are any conflicts between any terms of these Terms and any terms of the respective OSC licenses, which the OSC license does not permit, such conflicting terms of these Terms will not apply. Any fees charged in connection with the Platform do not apply to any OSC for which fees may not be charged under the applicable open-source license. Where the terms of any specific open-source license entitle you to the source code of the respective OSC (if any), that source code may be made available upon request (a fee may be charged). Also, there may be certain functionalities which make available access to third party resources or allow for the transmission of such resources or materials, including via links. By using such functionalities, you are directing us to access, route and transmit to you the applicable resources and materials. We are not responsible for those resources or materials and the use is at your own risk subject to third party terms and conditions.
10.2 Audit. We may verify that your use, access, installation, or deployment of the Platform comply with the Terms. Upon request, you will provide us with details and use reports of all your users. Additionally, no more than once every 12 (twelve) months, we may perform the verifications onsite, either directly or by appointing a subcontractor, and you agree to provide all the required assistance and support. If the verification discloses a non-conformity, you will immediately address it. If there are any underpaid fees for payable Platform which exceed 5% of the regular value thereof, then you will also pay for the audit costs.
11.1. Governing Law and Venue. This Agreement is governed by the laws of Romania, without regard to conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) do not apply to this Agreement. Parties hereby accept the exclusive jurisdiction of the competent courts located in Bucharest, Romania and irrevocably waive any objection and defense (including, any defense of an inconvenient forum) which either may have to the bringing or maintenance of any such claim. The parties voluntarily and intentionally waive any right they may have to trial by jury in any claim under or in connection with this agreement.
11.2. Settlement. Parties agree, as a prior condition for any claim, to settle amicably any dispute arising out of or relating to this Agreement within ninety (90) days from the applicable notice. To the maximum extent permitted by applicable law, the party not complying with this section, will cover, as applicable, the litigation costs of the other party, irrespective of the outcome. The parties may also agree to settle any dispute exclusively and finally by arbitration in English, in accordance with the Commercial Arbitration Rules of the American Arbitration Association or another similar body to be mutually determined. If there is no agreement under this provision the dispute will be settled in accordance with Governing Law and Venue provision.
11.3. Statute of Limitation. To the extent permitted by applicable law, any cause of action arising out of or related to the use of the Platform, or the Terms must be filed within one (1) year after such cause of action arose. Any cause of action which is not filed within such a period will be precluded by this provision and is permanently barred.
11.4. Injunctive Relief. In the event of your or others’ unauthorized access to or use of the Platform in violation of the Terms, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
11.5. Non-Assignment. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written consent, and any such attempt will be void. We may transfer our rights under the Terms to a third party.
11.6. No Waiver and Severability. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.
11.7. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation (other than your payment obligations to us) under the Terms if the delay or failure is due to unforeseen events, which occur after the effectiveness of the Terms and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
11.8. DMCA. We respect the Intellectual Property Rights of others, and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”). DMCA provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you’d like to check it out, the DMCA is available on the U.S. Copyright Office website at https://www.copyright.gov/legislation/dmca.pdf To ensure a smooth process, we have implemented the below for responding to clear notices of copyright infringement consistent with the DMCA. If you believe in good faith that materials available within the Platform infringe your or a third party’s copyright, you may ask us to remove or block access to such materials, by sending an e-mail to us at [email protected] with the following details and meeting the DMCA applicable requirements:
“Report Abuse Copyright Infringement” in the subject filed of the e-mail;
a description of the copyrighted work(s) claimed to have been infringed;
a description of the material you claim to be infringing or the subject of the infringing activity, and information that could allow us to locate the material in our products or services;
the following statements “I hereby declare that use of the material in the manner presented above is not authorized by the copyright owner, its agent, or the law” and “I hereby represent that this notification is accurate and, under penalty of perjury, that I am, or I am authorized to act on behalf of, the owner of an exclusive right that is allegedly infringed in the material”;
your name, address, telephone number and email address; and
a physical or electronic signature of the copyright owner or a person authorized to act on the owner's behalf.
Please consult your legal advisor before filing a notice, noting there can be penalties for false claims under the DMCA.
If we find the allegations to be correct, we may remove the offending material and warn the user who posted it. We reserve the right to suspend or disable the accounts of users who repeatedly mislead others or violate any third-party intellectual property rights.