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Terms of Use

Last Updated: April 4th, 2024

1. PREAMBLE

1.1. These Terms of Service (hereinafter the "Terms") published by the company LANGTAIL.COM s.r.o., ID No. 19868987, with its registered seat at Záhřebská 562/41, Vinohrady, 120 00 Prague 2, the Czech Republic, file No. C 393016 maintained by the Municipal Court in Prague (hereinafter the "Supplier") govern the use of and access to Supplier's Services by you, a customer (hereinafter the "Customer").

1.2. By purchasing, accessing, or using the Services, the Customer acknowledges that Customer has read and understood the terms of the Agreement and agrees to be bound by its terms and conditions. If the Customer does not agree with all of terms of the Agreement, then he is expressly prohibited from using the Services and you must discontinue the use immediately.

2. DEFINITIONS AND INTERPRETATION

2.1. the following definitions and rules of interpretation apply to this Terms:

  • 2.1.1. "Agreement" means these Terms of Service.
  • 2.1.2. "API Key“ means External API Key and LT API Key.
  • 2.1.3. “Authorised Users” means those employees and independent contractors of the Customer who are authorised by the Customer to use the Software under this Agreement and/or Customer itself, in case it is a natural person.
  • 2.1.4. “Civil Code” means Act No 89/2012, the Civil Code, as amended.
  • 2.1.5. “Confidential Information” means all confidential or proprietary information (however recorded or preserved) disclosed by one Party or its employees, officers, subcontractors, representatives or advisers to the other Party, including the terms of this Agreement, the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, products, services, data, know-how, or trade secrets of the disclosing Party, including anything specified as being Confidential Information in the Agreement.
  • 2.1.6. “Customer Data” means any commercial or proprietary data which is uploaded or otherwise submitted to the Software directly by the Customer, its Authorised Users, or by the Supplier on the Customer's behalf, including any data submitted into the Software indirectly via any third party application used by the Customer or any other means.
  • 2.1.7. “External API Key” means a unique identifier code, provided by a third party to the Customer, that, if used in conjunction with the Software, enables secure and efficient integration between the third-party functionalities and the Software, permitting authenticated data access and manipulation across systems.
  • 2.1.8. “Fees” means the fees payable in consideration of the provision of the Services.
  • 2.1.9. “Force Majeure Event” means causes beyond its reasonable control that directly or indirectly delay or prevent timely performance, such as fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstances.
  • 2.1.10. “Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trade marks, goodwill and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  • 2.1.11. “LT API Key” means a unique identifier code, provided by the Supplier to the Customer, that, if used in conjunction with the third-party software, enables secure and efficient integration between the third-party software and the Software, permitting authenticated data access and manipulation across systems.
  • 2.1.12. “Order” means the order form entered into by the Parties setting out the details of the Services being contracted for the Customer and governed by these Terms.
  • 2.1.13. “Parties” means the Supplier and the Customer.
  • 2.1.14. “Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time by Supplier, and which may include payment via a third party payment processor.
  • 2.1.15. “Period” means the subscription period agreed by the Parties in the Order, which shall commence on date stated in the Order.
  • 2.1.16. “Services” means the provision of access to the Software by the Supplier to allow Authorised Users to access and use the Software on the Customer's behalf in the extent of the Subscription Tier chosen by the Customer.
  • 2.1.17. “Software” means the Supplier's software application, an LLMOps platform that, facilitates the acceleration of AI-powered app development for teams, for which Customer has requested a licence to which the Customer will be granted remote access pursuant to the terms and conditions of this Agreement.
  • 2.1.18. “Subscription Tiers” means distinct levels of Services offered by Supplier, as delineated and detailed at https://langtail.com/, structured to provide varying degrees of access, features, and benefits to Customer, with each Subscription Tier subject to its own terms and conditions as outlined on the aforementioned website.
  • 2.1.19. “Third Party Data” means data, information, works, and materials made available to the Customer by any Third Party Data provider which is accessible through the Software.
  • 2.1.20. “Trace” means the logs or records of interactions and requests made with the Software, whereas each prompt imputed send to the Software counts as one trace.
  • 2.1.21. “Virus” means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware, network, data, or the user experience, including worms, Trojan horses, viruses and other similar things or devices.

2.2. For the purposes of this Terms, and unless explicitly stated otherwise or unless the context requires otherwise:

  • 2.2.1. the terms defined in these Terms have the meaning assigned to them herein, and include the plural as well as the singular; the use of gender always includes the respective other gender;
  • 2.2.2. references to the background section and clauses are to the background section and clauses of these Terms;
  • 2.2.3. a reference to writing or written includes e-mail;
  • 2.2.4. any words following the terms including, include, in particular for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. ACCESS TO THE SOFTWARE

3.1. Subject to Customer's payment of the Fees (unless stated otherwise in the Order) and compliance with the terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable right to permit the Authorised Users to use the Software in the extent of the chosen Subscription Tier during the Period.

3.2. If the Customer is a consumer under the applicable laws and has requested immediate access to the Service, it has waived its right to withdraw from this Agreement as provided for by applicable laws.

3.3. The Customer shall not, and shall not attempt to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means, or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software (including its object code and source code).

3.4. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and, in the event of any such unauthorised access or use, promptly notify the Supplier.

3.5. The Customer shall not, and shall not attempt to, and shall ensure that the Authorised Users shall not and shall not attempt to:

  • 3.5.1. Use the Software in a manner inconsistent with any applicable laws or regulations;
  • 3.5.2. Accessing, storing, distributing, or transmitting any Viruses or any material during their use of the Software that is unlawful, harmful, infringing, offensive, discriminatory, or facilitates illegal activity, or depicts sexually explicit images, or causes damage or injury to any person or property;
  • 3.5.3. Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services;
  • 3.5.4. Disparage, tarnish, or otherwise harm, in Supplier's opinion, the Supplier and/or the Services;
  • 3.5.5. Attempt to bypass any measures of the Services designed to prevent or restrict access to the Software, or any portion of the Software;
  • 3.5.6. Access all or any part of the Software in order to build a product or service which competes with the Software;
  • 3.5.7. Make the Software available to any third party except to Authorised Users;
  • 3.5.8. Use any information obtained from the Services in order to harass, abuse, or harm another person;
  • 3.5.9. Attempt to obtain, or assist any third party in obtaining, access to the Software, other than as provided under this Section 3.

4. SUSPENSION / TERMINATION OF SERVICES

4.1. The Supplier may, in its sole discretion, suspend or terminate the access to or use of the Software by the Customer and any or all of the Authorised Users if the Supplier determines or suspects that use of the Software:

  • 4.1.2. is in breach of the Agreement;
  • 4.1.3. is adversely impacting or may adversely impact (as appropriate) the Software or any service provided by the Supplier to a third party;
  • 4.1.4. poses a security risk; or
  • 4.1.5. where it is in the legitimate interests of the Supplier to do so;

whereas the Supplier shall make reasonable efforts to notify the Customer promptly, using any reasonable means available. Access will only be restored once the Supplier reasonably determines that the above suspension event have been adequately resolved.

4.2. In the event of the Supplier suspends or terminates access to or usage of the Software under 4.1, any Fees paid shall not be subject to refund.

5. CUSTOMER'S OBLIGATIONS

5.1. The Customer shall comply with all applicable laws and regulations in the exercise of its rights and the performance of its obligations under the Agreement.

5.2. The Customer shall be responsible for setting the access rights for each of its Authorised Users and shall ensure that all Authorised Users' use of the Software is strictly in accordance with the Agreement.

5.3. The Customer agrees to maintain the confidentiality of Authorised Users' username and password The Supplier reserves the right to remove, reclaim, or modify any username chosen by the Authorised Users, if, in the Supplier's sole discretion, such username is deemed inappropriate, obscene, or otherwise objectionable.

5.4. The Customer shall be responsible for any Authorised User's breach of the Agreement.

5.5. The Customer shall cooperate with the Supplier in all aspects concerning the Agreement. This includes providing the Supplier with all necessary access to information and Customer Data required for the Supplier to fulfil its obligations under the Agreement, including granting the Supplier complete and unrestricted access to the Customer’s account to facilitate support or rectification of any errors in the Software.

5.6. The Customer agrees that the Supplier shall be entitled to publicise that the Customer is a subscriber to the Software, including use of the Customer's trade name and current logo or otherwise provided that such publicity does not imply any wider trading association or relationship between the Customer and the Supplier.

6. SUPPLIER'S RIGHTS AND OBLIGATIONS

6.1. Subject to the payment of the Fees when due (unless agreed otherwise in the Order), the Supplier shall provide the Services to the Customer on and subject to the terms and conditions of the Agreement.

6.2. Notwithstanding the Section 6.1, the Customer acknowledges that the Software may evolve over time and that functionality may be added or removed from time to time by the Supplier.

6.3. The Supplier does not guarantee that the Customer's use of the Software will be continuous or free of errors, nor does it assure that the Software and/or the information or outcomes acquired by the Customer through its use of the Software will fulfil the Customer's needs. The Supplier shall not be liable for any delays, delivery failures, or any other loss or damage arising from the transmission of Customer Data over communication networks and facilities, including the internet. The Customer acknowledges that the Software may be subject to constraints, delays, and other issues inherent in the use of such communication facilities.

6.4. Nothing in the Agreement shall prevent Supplier from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, products and/or services which are similar to those provided under the Agreement.

7. FEES, SUBSCRIPTION TIERS AND RENEWALS

7.1. Fees for the Services are billed on a subscription basis. The Customer shall be billed the Fees for the Period in advance on a recurring and periodic basis corresponding to the Period agreed in the Order.

7.2. Unless agreed otherwise in the Order, the Fees for the Subscription Tiers are stated at https://langtail.com/ and are subject to change from time to time.

7.3. Should the Customer exceed the limits of its Subscription Tier, the Customer may upgrade its Subscription Tier or purchase additional Traces to maintain uninterrupted Services provision.

7.4. Supplier may, at its sole discretion, offer a Subscription Tiers with a free trial for a limited period of time. The Customer may be required to enter their billing information to sign up for the free trial of the selected Subscription Tier. If the Customer does provide their billing information when signing up for the free trial, it will not be charged by the Supplier until the free trial has expired. On the last day of the free trial period, unless the Customer has cancelled their subscription, it will be automatically charged the applicable Fees for the type of Subscription Tier it has selected. Supplier reserves the right, at any time and without notice, to cancel such free trial offer.

7.5. Customer acknowledges that the Subscription Tiers are subject to change from time to time.

7.6. Unless otherwise stipulated in the Order, the Period shall automatically renew for an equivalent duration for the Fees applicable at the time of the extension (i.e. stated at https://langtail.com/), unless terminated prior to such extension. The Supplier reserves the right to revise the applicable Fees, provided that such revision shall be notified to the Customer at least 10 days prior to the extension.

7.7. Unless agreed otherwise in the Order, the Customer may cancel its subscription to the Services anytime, whereas access to the Services shall terminate upon expiry of the Period for which Fees has been paid. Any Fees paid under the Agreement shall not be subject to refund.

7.8. Fees are exclusive of value added tax or any other applicable sales tax, unless agreed otherwise in the Order.

7.9. Unless agreed otherwise in the Order, to use the Services, the Customer must provide at least one Payment Method which the Customer authorises the Supplier to charge in accordance with the Agreement. The Supplier may refuse to grant access to the Software, if any payment is not successfully settled due to expiration, insufficient funds or otherwise. For some Payment Methods the issuer may charge certain fees, such as foreign transaction fees or other fees relating to the processing of the Payment Method, which shall be due and payable by the Customer. Customer may have to accept the terms and conditions of the issuer of the Payment Method, or the third party payment processor used by Customer to make the relevant payment.

7.10. If the Supplier has not received payment of the Fees by the due date, and without prejudice to any other rights and remedies of the Supplier, the Supplier is entitled to:

  • 7.10.1. disable the Customer's and all Authorised Users’ access to all or part of the Software until the Fees concerned are paid in full; and/or
  • 7.10.2. charge the Customer statutory default interest on any overdue amounts.

8. CUSTOMER DATA

8.1. The Customer shall own all right, title and interest in and to all the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.

8.2. The Customer warrants and represents that it has the authority, including all necessary rights, licences, and permissions, to upload and use, and to permit the Supplier to use, the Customer Data in accordance with this Agreement.

8.3. The Customer hereby grants to the Supplier a worldwide, non-exclusive, irrevocable, royalty free licence during the Period to use the Customer Data for the purpose of providing the Services.

8.4. The Customer acknowledges that the Supplier may use the Customer Data to improve the performance and functionality of the Software to develop improvements, updates, upgrades, modifications, or derivative works of the Software.

9. The Supplier may track and analyse the Customer’s and its Authorised Users' use of the Software for the purposes of security, to ensure the Customer's compliance with the Agreement, and to help the Supplier improve the Services, including the Software.

10. THIRD PARTY DATA

10.1. The Customer acknowledges that Third Party Data is accessible by means of the Software in the form and manner, subject to such restrictions and other terms, according to the timing, and for so long as, the Third Party Data are put into circulation by the relevant Third Party Data provider. The Supplier undertakes no obligation or responsibility, and excludes all liability, under or in connection with this Agreement in relation to any and all Third Party Data, the acts or omissions of a Third Party Data provider, or the systems used by the Third Party Data provider, including:

  • 10.1.1. failure to access the Third Party Data; and
  • 10.1.2. the quality, accuracy or reliability of the Third Party Data.

10.2. The Customer acknowledge that accessibility of Third Party Data through the Software does not imply affiliation or endorsement of such Third Party Data provider by the Supplier.

11. INDEMNIFICATION

11.1. Customer agrees and undertakes to defend, indemnify, and hold the Supplier harmless, including its subsidiaries, affiliates, and all of its respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:

  • 11.1.1. use of the Services;
  • 11.1.2. breach of the Agreement;

Notwithstanding the foregoing, the Supplier reserves the right at Customer's expense to assume the exclusive defence and control of any matter for which the Customer is required to indemnify the Supplier, and the Customer agree to cooperate, at his own expense, with Supplier's defence of such claims. The Supplier will use reasonable efforts to notify the Customer of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

12. FORCE MAJEURE

12.1. Neither Party is responsible for failing to fulfil its obligations (other than its payment obligations) under this Agreement due to Force Majeure Event. Any dates or times by which each Party is required to render performance under this Agreement shall be postponed automatically to the extent that the Party is delayed or prevented from meeting them by a Force Majeure Event. If the Force Majeure Event prevents, hinders, or delays the affected Party’s performance of its obligations for a continuous period of more than 30 days, the affected Party may terminate this Agreement by giving 30 days’ written notice to the other Party.

13. LIMITATION OF LIABILITY

13.1. The Customer acknowledges that the Software and any information provided by or on behalf of the Supplier are provided to the Customer on an "as is" basis.

13.2. Except as expressly and specifically provided in the Agreement, the Customer assumes sole responsibility for any information or results obtained by Authorised Users from use of the Software, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information or data, or any actions taken by the Supplier at the Customer's direction. This includes no liability for any unauthorized access, leaks, or breaches involving External API Keys used in conjunction with the Software and LT API Keys used in conjunction with third-party software. No other party is entitled to rely on the output, information or results produced by the Customer through its use of the Software for any purpose whatsoever.

13.3. Notwithstanding other sections of the Agreement, the Supplier shall not be liable for any consequential, indirect, special, incidental, punitive or exemplary damages, whether foreseeable or unforeseeable, including loss of profit, loss of business, loss of goodwill, loss of or corruption of data, loss caused or contributed to by any agent or representative of the Customer, loss caused as a result of the Software being unavailable as a result of planned downtime for the Software, as notified to the Customer from time to time, loss arising from any failure of the Customer’s infrastructure and/or utilities, loss caused as a result of the Software being unavailable due to a Force Majeure Event, or loss caused by the failure or delay of any third party application or service or network.

13.4. Subject to the other provisions of this section 13, the Supplier’s entire, aggregate liability to the Customer for breach of statutory duty or otherwise arising out of or relating to the Agreement shall be limited to the total Fees paid by the Customer during the twelve months immediately preceding the date on which the claim arose.

14. INTELLECTUAL PROPERTY

14.1. All Intellectual Property Rights in and to the Software, shall belong to and remain vested in (or automatically upon creation shall vest in), the Supplier. Except for the licence granted to the Customer under the Agreement, nothing in this Agreement grants to the Customer any rights to or in any Intellectual Property Rights in the Software. The Supplier makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Software.

14.2. In case any of the Customer’s or any Authorised User’s use of the Software results in any modifications, adaptations, developments, or any derivative works of or to the Software, any and all Intellectual Property Rights in and to such improvements shall immediately vest in and be owned by the Supplier.

15. DATA PRIVACY

The Parties acknowledge and agree that the Supplier'sPrivacy PolicyandData Processing Agreementform integral part of the Agreement.

The Supplier applies advanced encryption protocols specifically for API Keys, exceeding the standard security measures for other data related to the Services. This ensures API Keys are protected against unauthorized access and breaches. Additionally, the Supplier uses state-of-the-art firewalls and security solutions provided by Cloudflare, aimed at blocking unauthorized access to the Services and constantly improving the Supplier's security practices.

The Supplier is dedicated to aligning its practices and policies with the standards set forth by the American Institute of Certified Public Accountants for SOC2 compliance. While not undergoing formal audits, the Supplier is actively working towards achieving and upholding the principles of security, availability, processing integrity, confidentiality, and privacy that are central to SOC2. This commitment involves a continuous process of internal reviews and enhancements of Supplier’s security frameworks and operational procedures to ensure they reflect SOC2's high standards, aiming to deliver Services that are both secure and reliable.

16. CONFIDENTIALITY

16.1. Each Party agrees to keep confidential and not use for any purpose other than the performance of its obligations under the Agreement, all Confidential Information of the other Party.

16.2. Each Party shall only disclose the Confidential Information of the other Party to:

  • 16.2.1. its personnel who require such information in the course of their duties, ensuring their compliance with this section; and
  • 16.2.2. any court, governmental or administrative authority competent to require the same, or as required by any applicable law, regulation, or governmental or regulatory body which is lawfully entitled to require the disclosure.

The disclosing Party shall, if legally permissible, promptly notify the other Party of such requirement and endeavour to mutually agree on any limitations or restrictions on disclosure, to the extent permitted by law.

16.3. The provisions of the section 16.2 shall not apply to information that:

  • 16.3.1. is or becomes generally available in the public domain otherwise than arising in connection with a breach of this section 16 by the recipient;
  • 16.3.2. is lawfully in the recipient's possession free of any restrictions as to its use or disclosure at the time of disclosure by the disclosing Party;
  • 16.3.3. is lawfully acquired from an independent third party who did not itself obtain it under an obligation of confidentiality; or
  • 16.3.4. is independently developed without access or reference to any information disclosed by the disclosing Party.

16.4. The Customer acknowledge that the Software, along with the presentation of data, information, works, and materials within the Software, including the outcomes of any performance tests, are considered Confidential Information of the Supplier.

16.5. The provisions of this section 16 shall survive termination or expiry of the Agreement.

17. CHANGE OF TERMS

17.1. The Customer acknowledges that the Supplier is entitled, with respect to the effort to improve the quality and range of the Services provided, or changes and developments in legislation and the Supplier’s business policies, to unilaterally modify these Terms, unless otherwise agreed with the Customer, with effect from the first day of calendar month following the delivery of the new wording of these Terms to the Customer.

18. NOTICES AND CONTACT DETAILS

18.1. The Parties’ mutual communication, in particular any notices or communications required under the Agreement shall be made in writing in the English language and shall be delivered to the Parties to the addresses listed in the identification of the Parties in the Order exclusively by (i) personal delivery, (ii) a recognized postal service, if sent by means of a registered letter, (iii) by a courier service that allows for the verification of delivery, or (iv) by e-mail.

18.2. Any notice made hereunder shall be deemed to have been delivered:

  • 18.2.1. if it is delivered by hand or by courier delivery, on the date of actual delivery;
  • 18.2.2. if it is delivered by registered mail, on the date confirmed by a return receipt;
  • 18.2.3. if it is delivered by e-mail, on the date the addressee confirms reception of the respective notice.

If, due to reasons of whatever nature, it is not possible to deliver a notice in any of the aforementioned manners and a notice is delivered by regular mail to the address indicated hereinabove, or to the address of the registered office of the relevant Party, but the Party does not accept it on the grounds of reasons of whatever nature, such notice shall be deemed to have been delivered on the date 10 business days after its deposition with a local post office; or at the moment of refusal of its receipt if the notice has been made in accordance with the Agreement and refused by any Party.

18.3. For user support, feedback, or general legal inquiries concerning the Services, please utilize the following contact details:

19. DISPUTES AND APPLICABLE LAW

19.1. These Terms and the Agreement are governed by Czech law, in particular by the Civil Code.

19.2. The Parties undertake to make every effort to amicably settle all disputes arising out of the Agreement or in connection with it.

19.3. In case the Parties fail to resolve any dispute amicably, all disputes arising from the Agreement, or relating to it, shall be referred to the civil court having jurisdiction in the place where the Supplier has its registered office.

20. FINAL PROVISIONS

20.1. The Customer hereby assumes the risk of a change of circumstances in accordance with Section 1765(2) of the Civil Code.

20.2. The Customer is not authorized to assign its claims against the Supplier as arising from the Agreement to a third party without the prior written consent of the Supplier.

20.3. The Customer is not authorised to unilaterally offset any of its claims against the Supplier against any of its obligations towards the Supplier as arising from the Agreement.

20.4. The Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

20.5. No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20.6. If any provision of these Terms becomes entirely or partly invalid, colourable, ineffective or unenforceable, but would be valid, effective and enforceable if a part thereof were to be deleted, this provision or part thereof shall be considered deleted to the extent which is required for the force, effect and enforceability of these Terms as a whole, whilst maintaining to as wide an extent as possible the original economic meaning of the relevant provision. In such case the parties shall, within fifteen days of the call of one or other of the parties, replace such invalid, colourable, ineffective or unenforceable provision with a provision which best satisfies the meaning of such invalid, colourable, ineffective or unenforceable provision.