ANYWORD TERMS OF SERVICE
Last updated: 8 January 2023
1.1 “Account” means an account created by an Authorized User, which allows access to the Services.
1.2 “Anyword Platform” means Company’s advanced proprietary software solution for the generation and creation and use of text and other related features for Customer’s needs.
1.3 “Anyword API” means Company’s proprietary application programming interface which facilitates the access to and use of the Anyword Platform.
1.4 “Authorized User” means and individual that is authorized by the Customer to create an Account to use the Services on Customer’s behalf, provided that such Authorized User is over 18 years old.
1.5 “Claims” means claims, suits, demands and actions brought or tendered for defense or indemnification.
1.6 “Content” means the data provided by Customer in the course of using the Services.
1.7 “Customer” means you and any entity on whose behalf you use the Services.
1.8 “Generated Content” means the content generated by the Services for the use of the Customer, including, but not limited to text, and articles.
1.9 “Intellectual Property Rights” means all intangible legal rights, titles and interests including without limitation, all inventions, patents, patent applications, trademarks, service marks, trade dress, logos, trade names, domain names, any work of authorship, copyrights, trade secrets, Confidential Information, and all other proprietary rights in whatever form or medium, in each case on a worldwide basis; together with all revisions, extensions, reexaminations translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith.
1.10 “Losses” means damages, losses, costs, and liabilities, including reasonable attorney and professional fees, arising from a Claim.
1.11 “Services” means services hosted by the Company (or on its behalf) and provided to Customer under this Agreement, including but not limited to the Anyword Platform and the Anyword API.
2. License to use the Services. Company grants Customer a worldwide, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for the purpose of receiving Generated Content via the Services. Such license shall be limited to the number of Authorized Users as set forth in the applicable PO. Customer shall comply in full with all applicable federal, state, local and foreign laws, rules, and regulations. Customer shall be entitled to use the Services solely in accordance with the terms of the Agreement.
3. License to use the Content. Customer grants Company a non-exclusive, perpetual, worldwide right and license to use, copy and reproduce the Content solely to (i) provide the Customer the Services; and (ii) improve Company’s services for Company’s business needs. Customer is solely responsible for any Content it creates, posts, uploads, submits, distributes or facilitates distribution. Customer shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from any Content submitted by Customer or any of its Authorized Users. Customer represents that it owns or has the necessary permissions to use and authorize the use of the Content as described herein.
4. License to use the Generated Content. Company grants Customer a worldwide, irrevocable, perpetual, non-exclusive, non-transferable, non-sublicensable license to use the Generated Content for its business purposes. Customer shall not sell or allow any third party to use the Generated Content in any way.
5. Restrictions. Customer is prohibited from using the Services for any purpose that is prohibited by this Agreement or allow any third party to do so. Customer shall not, and shall ensure its Authorized Users shall not: (i) make the Services available to or use of any third party, except expressly permitted in this Agreement; (ii) sell, distribute, sublicense, use, modify, translate, reproduce, create derivative works from, dispose of, rent, lease the Services or any part thereof; (iii) copy, modify, reverse engineer, decompile, or attempt to hack the Services or any part thereof; (iv) interfere with or disrupt the integrity or performance of the Services; (v) export or use the Services in a manner that will violate any applicable export control laws and regulations; (vi) remove any copyright and other proprietary notices contained in the Services; (vii) directly or indirectly, take any action to contest Company’s intellectual property rights or infringe them in any way; (viii) except as specifically permitted in writing by the Company, not use the name, trademarks, trade-names, and logos or other proprietary rights of the Company; (ix) not use or attempt to use any robot, spider, or other device to retrieve, index, scrape, data mine, or in any way gather information, Generated Content, or other materials from the Services; (x) use the Services to distribute any malicious code, program, or other internal component (e.g., computer worm, computer time bomb or similar component), which could in any way affect or disrupt the use of the Services or could disrupt any data or other information accessed through or processed by the Services; (xi) use the Services in a manner which infringes or violates any of the intellectual property, proprietary, or other rights of any third party; or (xii) use the Services in any manner that is not in compliance with this Agreement or for any illegal activities, such as creating content which is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or promote discrimination, violence, gambling, or child pornography.
6. Publicity. Each party shall be entitled to use the name of the other party for advertising on its website and marketing materials, unless the other party has provided written notice stating otherwise. Customer’s public identification of Company, marketing or promotion of the Services shall be subject to Company’s prior written approval and shall at all times comply with Company’s trademarks usage guidelines.
7. Term; Termination; Survival. This Agreement will remain in full force and effect until (i) terminated in accordance with the terms of these Terms or the PO, or (ii) Customer’s subscription period to use the Services ends. Upon the conclusion of Customer’s first subscription period, this Agreement (and each PO) shall automatically renew for additional successive one (1) year periods. Either party may elect to not renew by written notice to the other party provided no later than ninety (90) days prior to the expiration of the then-current term. Customer hereby acknowledges that it will not receive notice of a renewal cancellation date or automatic renewal and expressly waives the application of New York General Obligations Law Section 5-903, and any similar laws, to the renewals provided herein. If the Company becomes aware of any possible violation by Customer or anyone on its behalf of any term of this Agreement, the Company reserves the right, at its sole discretion, to immediately suspend or terminate the use of the Services by the Customer. Upon termination of this Agreement, the Accounts and Customer’s right to use the Services will automatically terminate, and all unpaid amounts due to the Company shall immediately become due and payable. Sections 4, 5, 15, 17 and 19-23 shall survive any expiration or termination of this Agreement.
8. Fees; Payment Terms. Customer shall make payment of fees under the terms set forth in the applicable PO (“Subscription Fees”). Unless otherwise specified in the PO, such Subscription Fees will be billed in advance for each month or year. All payments as set forth in the PO are non-refundable and non-cancellable. Customer agrees that it will not be refunded or credited for partial month’s subscription, or for periods in which Customer did not access the Services. If Customer exceeds any usage or fee thresholds set forth in the PO, the Company shall be entitled to bill such usage in the consecutive invoice. Unless agreed otherwise in the PO, all amounts and fees due: (i) shall be payable in US Dollars; (ii) will be payable within 10 days of receipt of Company’s invoice; and (iii) are exclusive of all taxes, which shall be added to Company’s invoice. If any taxes are required to be withheld under applicable law, then Customer will be responsible for withholding and paying such taxes to the applicable authorities and shall gross up any payments due to the Company, such that the Company will receive the amount due prior to the imposition and payment of such applicable withholding taxes.
9. Late Payment. If the Company has not received payment within fifteen (15) days after the due date of such payment, it shall be entitled subject to a seven days written notice to suspend, without liability, Customer’s access to the Services, until payment is made in full. Interest shall accrue on due and unpaid amounts at a monthly rate of 1%, commencing on the due date and continuing until fully paid.
10. Automatic Software Updates. As the Services are AI based and are continuously improving, Company frequently provides patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the Services (“Updates”). AS A CONDITION TO USE THE SERVICES, CUSTOMER HEREBY AGREES TO RECEIVE AND USE SUCH UPDATES. Customer shall cooperate and install all Updates promptly following such Updates becoming available.
12. Third Party Accounts. Certain services of the Company require access to Customer’s identified third party accounts to utilize such accounts as shall be permitted by the Customer. Customer hereby authorizes the Company to use such third party accounts and shall cooperate and provide the Company with the credentials for such use. Customer warrants that it is the owner of such third party accounts and is authorized to provide such credentials.
14. Content and Generated Content. Customer and its Authorized Users shall abide by all copyright notices, trademark rules, information, and restrictions pertaining to Generated Content, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Generated Content or other proprietary rights not owned by Customer or its Authorized Users in any way that violates any third party right. Customer warrants, represents and agrees that it will not contribute any Content that infringes the any third party rights, including privacy and intellectual property rights. The Content shall be in compliance with the terms of this Agreement and any applicable law. Company reserves the right to remove any Content or Generated Content from the Anyword Platform at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities or if Company suspects Customer or its Authorized Users have breached the Agreement).
15. Reliability. Company does not offer any specific uptime guarantee for the Services. The Services are not intended to be reliable or available 100% of the time, or error-free. In addition, proper functioning of the Services depends on connectivity, internet connection, network, and other infrastructure which the Company is not responsible to. Company shall not be responsible for such interruptions and any consequences thereof. The Services may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. Customer agrees that it will not be entitled to any refund or rebate for such suspensions.
16. Intellectual Property Rights. THE COMPANY DOES NOT AND SHALL NOT BE DEEMED TO HAVE SOLD OR TRANSFERRED TITLE IN THE SERVICES TO CUSTOMER. The Company is the sole owner of all Intellectual Property Rights pertaining to the Services, and any and all derivatives, changes and improvements thereof, including but not limited to copyright, trademark and patent rights and all rights not expressly granted herein are reserved. Other than with respect to the Content, Company retains full and complete title to all other content, including the Generated Content.
18. Confidentiality. Each party acknowledges that it may have access to certain confidential information of the other Party concerning the other party’s business, plans, customers, technology, and products, and other information held in confidence by the other Party (“Confidential Information”). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should reasonably be considered confidential. Each party agrees that it will not use Confidential Information of the other party in any way for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor will it disclose to any third party (except as required by law or to that Party’s attorneys, accountants and other advisors as reasonably necessary on a need to know basis) any of the other party’s Confidential Information and it will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own Confidential Information. Upon termination or expiration of this Agreement for any reason, each party will return to the other party or destroy, at the other party’s request, all Confidential Information of the other party and all documents or media containing any such Confidential Information and any copies or extracts thereof.
19. Indemnification. Except as otherwise set forth in this Agreement, Customer shall indemnify, defend, and hold harmless the Company and its representatives, shareholders, directors, officers, employees and agents, from and against all Claims, and for all resulting Losses (including attorney’s fees) that result or arise from Claims, which in whole or in part, arise from Customer’s use of the Services in a manner that is not compliant with the Agreement or in connection with the Content. Company shall indemnify, defend, and hold harmless the Customer and its representatives, shareholders, directors, officers, employees and agents, from and against all Claims, and for all resulting Losses (including attorney’s fees) that result or arise from Claims, which in whole or in part, arise from infringement of a third party intellectual property right with respect to the Company’s provision of Services. The indemnified party shall provide the indemnifying party with: (a) prompt written notice of such claim; (b) sole control over the defense and settlement of such claim; and (c) information as may be reasonably requested by the indemnifying party.
20. Warranty Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS: (I) THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND COMPANY AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT; (II) COMPANY MAKES NO WARRANTY THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL: (a) MEET CUSTOMER’S REQUIREMENTS; (b) BE COMPATIBLE WITH CUSTOMER’S COMPUTER OR MOBILE DEVICE; (c) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (d) BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM COMPANY OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY. COMPANY MAKES NO REPRESENTATIONS CONCERNING ANY GENERATED CONTENT AND COMPANY WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN THE SERVICES. THE CUSTOMER USES THE GENERATED CONTENT AT ITS OWN RISK.
21. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OR INACCURACY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO COMPANY DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. Customer’s liability for breaches of Section 5 (Restrictions) shall not be limited.
22. Injunctive Relief. Customer acknowledges that unauthorized use of the Services or disclosure of Confidential Information may cause irreparable harm for which its remedies at law may be inadequate. Customer hereby agrees that the Company will be entitled, in addition to any other remedies available to it at law or in equity, to obtain immediate injunctive relief to prevent such unauthorized actions.
23. Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of New York without regards to their respective principles of conflicts of law. Any disputes relating to this Agreement shall be brought exclusively to the courts of New York.
24. General. The Company reserves the right to make changes to these Terms, which will become in effect immediately upon Company’s notice to Customer. Customer’s use of the Services following such notice will be deemed acceptance of such changes. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These terms together with all other instruments which are part of the Agreement, set out the entire agreement between the parties relating to the subject matter herein and supersede all prior or contemporaneous written or oral agreements between the parties. The Company will not be bound by any terms and conditions to which Customer agrees with any reseller or third party, and the Company does not authorize any third party or reseller to provide access the Services except only to customers who agree to be bound by these Terms. These Terms shall not be assigned by Customer to any third party without Company’s prior written consent. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any rights under this Agreement. The Company shall have no liability to Customer under the Agreement if the Company is prevented from or delayed in performing any of its obligations due to events beyond its reasonable control, including, strikes, lock-outs, or other industrial disputes, failure of a utility service or transport or telecommunications network, act of god, war, riot, civil commotion, malicious damage, accident, breakdown of equipment, plant or machinery, viruses, pandemic, fire, flood, or storm; provided that the Company provides Customer notice of such event via the Anyword Platform.