WProofreader Business License Agreement

This License Agreement (the “Agreement”) is concluded by and between

TeamDev Management OÜ, acting under trademark WebSpellChecker, having its principal state of business at Narva mnt 7-559, Kesklinna linnaosa, Tallinn, 10117, Estonia (“we”, “us”, “our” or “WebSpellChecker”), on one side,
and
any legal entity (“you”, “your” and “Customer”), on the other side,
further individually referred to as “Party” and collectively referred to as “Parties”, have entered into this Agreement under the terms set out below:

IMPORTANT: BY INSTALLING, USING OR COPYING THE SOFTWARE OR ANY RELATED DOCUMENTATION YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO INSTALL OR USE THE SOFTWARE.

WEBSPELLCHECKER MAY UPDATE THIS AGREEMENT WITHOUT ANY PENALTY TO YOU. THE AGREEMENT MODIFICATION DATE WILL BE REFLECTED AS “LAST UPDATED” AT THE TOP OF THIS PAGE.

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1. DEFINITIONS
   
   1. “Software” means WebSpellChecker’s intellectual property, WProofreader Business, which consists of the Application Manager — a software component that is deployed on your server and a browser extension that is installed in a User’s web browser, that adds text proofreading functions to a browser, including grammar, spelling and writing style checks.
   2. “User Account” means a Software account that is used by a User and that requires username and password to access Software functionality. User Accounts may have administrative roles.
   3. “Documentation” means online articles describing functions, set up and use of the Software.
   4. “Updates” mean a set of changes or enhancements to the Software periodically made available by us.
   5. “User” means your employee or contractor or a person authorized by you who has obtained access to the Software under the terms specified by this Agreement.
   6. “User Content” means any textual information that Users check by using the Software.
   7. “Users Seats” mean the number of User Accounts, purchased by you, which have access to the Software under this Agreement.
2. COMMERCIAL LICENSE GRANT
   
   1. Subject to a fee, payable under this Agreement, we grant to you a worldwide, non-exclusive, non-transferable, revocable license:
      
      1. to install the Application Manager into your server infrastructure and use the Software during the License Term, specified in Section 16 of this Agreement;
      2. to provide Users with access to the Software, according to the number of User Seats, purchased by you under this Agreement (“Commercial License”).
   2. Neither you nor Users acquire any rights to use WProofreader SDK under this Agreement. WProofreader SDK is subject to separate license agreements and license fees.
3. USER ACCOUNT. USER SEATS
   
   1. Under this Agreement Users are required to install the browser extension to obtain access to the Software. The Software functionality becomes available to the User only if the latter is signed in to the User Account and the User Account is authorized to use the Software functions by your Users with administrative roles.
   2. You shall be solely responsible for instructing Users how to download and use the browser extension.
   3. You shall ensure that Users use the latest available version of the web browser so that the browser extension can be updated automatically.
   4. We agree to provide you with a minimum of 10 User Seats. The exact number of User Seats that are granted to you under this Agreement shall be specified in the respective invoice issued by WebSpellChecker.
   5. You may request us to increase the number of User Seats at any time by email. You agree that after the number of User Seats is increased, the subscription fee under this Agreement is increased proportionally. The additional fee, that should be paid by you, will be specified by WebSpellChecker in the invoice.
   6. Within 30 days after delivery of the Software, you may request us to decrease the number of User Seats by email, but not less than to the minimum number specified in the provision 3.4 of this Agreement. You acknowledge and agree that if the request to decrease the number of User Seats is submitted by you more than 30 days after delivery of the Software, the sums paid for the excess User Seats are non-refundable.
   7. You shall ensure that the total number of Users using the Software does not exceed the number of User Seats purchased under this Agreement. You have the right to change the Users who will have access to the Software as long as the number of User Seats does not exceed the agreed number.
   8. Users shall not transfer their User Seats and rights to use the Software to any third party. You are also responsible for ensuring that all Users comply with the terms of this Agreement. Any violation of the terms of this Agreement by any of Users shall be deemed to be a violation thereof by the Customer.
4. TRIAL USE
   
   1. We will provide you with access to the Software free of charge for 30 (thirty) days solely for the purposes of evaluation.
5. LICENSE RESTRICTIONS
   [.sm-gap]You have NO rights to:[.sm-gap]
   
   1. Transfer the License to any third party for a fee or free of charge, except cases when these rights may be transferred with the written consent from us.
   2. Make available the Software on the Internet for public access, resell, rent or lend the Software.
   3. Individually perform or allow any third party to perform the following actions:
      
      1. copy and reproduce the Software without the written consent from us;
      2. cause or permit exposure of the technology, decompile or disassemble the Software, or in any other way to try to determine the source code or protocols of the Software;
      3. make any changes to the object code of the Software, except for those changes that are described in the Documentation;
      4. use the Software in whole or in part as the basis for creating a software product which provides the same, or substantially the same functionality as any WebSpellChecker product or is otherwise generally competitive with it.
      5. examine the source code of the Software by any other means.
   4. In case of evaluation, use the Software after the expiration of the trial period, determined by Section 4 of this Agreement.
6. FEES AND PAYMENTS
   
   1. Fees. Use of the Software is subject to the subscription fee, as specified in the invoice, issued by WebSpellChecker, according to the number of Users you intend to make the Software available to (User Seats).
   2. You also agree to pay a one-time fee for the installation support under the terms, set out in the provision 6.3. of this Agreement.
   3. You agree to pay the fees as specified in the respective invoice or quote, issued by WebSpellChecker. Such fees are non-cancelable and the sums paid are non-refundable, except as provided in Section 12 “Warranty. Disclaimer of Warranty”.
   4. Fees. General Payment Terms. All fees payable hereunder shall be paid to WebSpellChecker within 30 days from the date of the invoice. All payments shall be made in United States Dollars. Any amounts due by you hereunder which remain unpaid 30 days after the due date shall be subject to late penalty interest equal to one and one-half percent (1.5%) per month from the due date until such amount is paid.
   5. We reserve the right to terminate the Agreement, if we do not receive the payments 30 days after such payments are due per this Agreement. We will have no liability for any damages, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with connection with any suspension of our services pursuant to this section.
   6. Taxes. Fees for the use of the Software are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, accessible by any jurisdiction (collectively, “Taxes”). Should any payment for the use of the Software be subject to withholding taxes by any government, you shall reimburse us for such withholding taxes.
7. SUPPORT
   
   1. Pursuant to the acquisition of the Commercial License, you shall be entitled to receive Technical Support as described in the provision 7.3 of this Agreement.
   2. Technical Support will only be provided to your authorized technical specialists in response to their requests. We will not provide any Support directly to Users.
   3. Technical Support shall include:
      
      1. consultation and assistance during installation of the Software, and updates installation assistance;
      2. assistance in technical problems resolution;
      3. answers to questions related to adjusting the Software to your infrastructure.
   4. You may receive additional Technical Support that is not provided under the provision 7.3., subject to an extra charge of $150 per hour paid upfront under the invoice issued by WebSpellChecker.
   5. Technical Support is provided from 10:00 a.m. to 7:00 p.m. GMT+3 (Daylight Saving Time) or GMT+2 (Standard Time) from Monday to Friday excluding official Ukrainian holidays. Technical Support outside of these hours may be provided for an additional fee at rate of $150 per hour and must be arranged ahead of time.
   6. Upon termination or expiration of this Agreement all our obligations to provide any kind of Technical Support shall cease.
8. DELIVERY
   
   1. We agree to deliver the Software within three (3) business days upon the receipt of the Commercial License fees by you according to the Section 6 of this Agreement.
   2. The link to download the installation package of the Software as well as all installation instructions and documentation will be provided to you by our support team via email.
   3. You shall be responsible for instructing and ensuring that Users configure the Software to send User Content to your servers. The corresponding instructions will be provided by WebSpellChecker as part of installation instructions.
   4. We shall not be responsible for the improper data flow configuration or data loss upon provision of installation instructions to you.
   5. If any updates of the Software are released, we will provide you with the link to the installation package of such updates for the Application Manager as specified in the provision 8.2 of this Section. You shall timely install the Application Manager provided by us. Browser extensions will be updated automatically under the conditions that Users use the latest version of web browsers.
9. INTELLECTUAL PROPERTY
   
   1. The Software is copyrighted by WebSpellChecker. We retain all property rights, copyrights and other proprietary rights for the Software, and any derivatives, modifications, or its translations. You do not receive any rights to the Software, except those that are specified in this Agreement.
   2. You shall not remove, deface or obscure any of the copyright or trademark notices and/or our other proprietary notices, incorporated therein, or associated with the Software.
   3. We do not receive any rights in or to the User Content. The rights to such data remain with their respective owners.
   4. This Agreement does not grant you any rights to use trademarks, trade names, logos or service marks belonging to TeamDev Management OÜ or WebSpellChecker LLC, including but not limited to “TeamDev,” “TeamDev Management,” “WebSpellChecker,” “WProofreader Business”.
10. INDEMNIFICATION
    
    1. Indemnification by WebSpellChecker. We agree to defend you from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Software as permitted under this Agreement infringes or misappropriate a patent, copyright, trademark or other intellectual property right of a third party (a “Claim Against you”), and will indemnify you for all reasonable attorney fees incurred and damages and other costs finally awarded against you in connection with or as a result of, and for amounts paid by you under a settlement we approve of in connection with a Claim Against you; provided, however, that we will have no liability if a Claim Against you arises from (a) any modification, combination or development of the Software that is not performed by us, including in the use of any application programming interface (API); and (b) User Content. You must provide us with a prompt written notice of any Claim Against you and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such a matter. This section states our sole liability with respect to, and your exclusive remedy against us for any Claim Against you.
    2. Indemnification by you. You agree to defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that any of User Content infringes or misappropriates such third party’s intellectual property rights, or arising from any claims from Users whatsoever, including but not limited to the claims related to Personal Data use, or claims arising from your use of the Software in violation of the Agreement, the Documentation, or applicable law (each a “Claim Against us”), and you will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a settlement approved by you in writing of, a Claim Against us, provided us (a) promptly gives you a written notice of the Claim Against us, (b) gives you sole control of the defense and settlement of the Claim Against us (except that you may not settle any Claim Against us unless it unconditionally releases us of all liability), and (c) gives you all reasonable assistance, at your expense.
11. USE OF PERSONAL DATA
    
    1. We do not have any access to the personal data of Users (User Personal Data). The only personal data collected by us are data provided by your personnel authorized to purchase, configure the Software or receive Technical Support on behalf of your organization. These data shall be processed in accordance with our Privacy Policy, that you can find here.
    2. You remain solely responsible for the security of User Personal Data, except if such have been provided to us under the conditions specified in the provision 11.1.
12. WARRANTY. DISCLAIMER OF WARRANTY
    
    1. Exclusive Warranty. For a period of thirty (30) days after the Software has been delivered to you, we warrant that the Software conforms in all material respects to the Documentation. We do not warrant that the operation of the Software will be uninterrupted or “bug” free.
    2. Notwithstanding the foregoing, we are neither obliged nor guarantee that the Software functionality will be correct, complete, or will fit any specific purpose.
    3. We shall not be liable for any failures in the Software that occurred due to:
       
       1. using a non-supported version of the applicable Software. The supported versions are listed in the documentation, available at https://wproofreader.com/
       2. using the Software with other software components, hardware or other materials which are not provided under this Agreement, if the failure could have been avoided by using the Software only.
    4. You shall make no warranties on behalf of WebSpellChecker.
    5. Remedies. If we breach the foregoing warranty and you promptly notify us in writing of the nature of the breach, we shall make commercially reasonable efforts to promptly repair or replace the non-conforming Software without charge. If, after a reasonable opportunity to cure, we do not repair or replace the non-conforming Software, you must return the Software to us, or certify in writing that all copies have been destroyed, and we will refund the Commercial License fees we have received from you for the affected Software. This is your sole and exclusive remedy for breach of the exclusive warranty in the provision 12.1.
    6. Disclaimer of Warranty. SOFTWARE IS PROVIDED “AS IS,” AND EXCEPT TO THE WARRANTIES SPECIFIED ABOVE, WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WEBSPELLCHECKER SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WEBSPELLCHECKER NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT: (A) THE USE OF SOFTWARE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE; (B) THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER SOFTWARE, SYSTEM, OR DATA EXCEPT AS PROVIDED BY THIS AGREEMENT; (C) THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED.
    7. WE DO NOT GUARANTEE THE ACCURACY, SPEED, COMPLETENESS, RELIABILITY AND TIMELINESS OF FUNCTIONING OF THE SOFTWARE. YOU ACCEPT THAT THE PROOFREADING OF THE CONTENT FOR STYLISTIC, SPELLING AND GRAMMATICAL ERRORS MIGHT BE INCOMPLETE.
    8. YOU ACKNOWLEDGE AND AGREE THAT FAILURE OF YOU OR YOUR USERS TO TIMELY INSTALL, CONFIGURE AND/OR UPDATE THE APPLICATION MANAGER TO THE VERSION COMPATIBLE WITH THE BROWSER EXTENSION VERSION, MAY RESULT IN DISRUPTIONS TO OR FAILURES OF THE SOFTWARE OR SUSPENSION OF ACCESS TO THE SOFTWARE, WITHOUT ANY LIABILITY ON OUR PART TO YOU.
    9. YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT RECEIVE ANY USER CONTENT AND WILL NOT BE IN ANY WAY RESPONSIBLE FOR IT.
13. OPEN SOURCE COMPONENTS
    
    1. WebSpellChecker notifies that the Software may contain third party Open-Source Components.
    2. WebSpellChecker and the Software are in full compliance with any Open-Source Components’ license to grant the license rights granted herein.
    3. The terms and conditions governing the use of such Open-Source Components are in the Open-Source Software Licenses of the copyright owner and not this Agreement.
14. LIMITATION OF LIABILITY
    
    1. NEITHER OF THE PARTIES (NOR THEIR SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
    2. NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY THE CUSTOMER FOR THE SOFTWARE IN TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THIS SECTION (“LIMITATION OF LIABILITY”) SHALL NOT APPLY TO (1) AMOUNTS OWED BY YOU FOR THE SOFTWARE, (2) EITHER PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR (3) BREACH OF SECTION (“CONFIDENTIALITY”).
    3. The parties agree that the limitations specified in this Section (“Limitation of Liability”) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
15. CONFIDENTIALITY
    
    1. “Confidential Information” means: (i) the technology, ideas, know-how, documentation, processes, algorithms and trade secrets embodied in the Software; (ii) any software license keys related to the Software, and (iii) any other information related to this Agreement, whether disclosed orally or in writing or magnetic media, that is identified as Confidential, Proprietary or with a similar legend at the time of such disclosure.
       
       Parties guarantee that any documents, information, knowledge and experience gained under this Agreement shall be confidential.
       
       
    2. The receiving party (“Recipient”) shall protect the disclosing party’s (“Discloser”) Confidential Information using the same degree of care which each party uses with respect to their own proprietary information and shall not:
       
       (i) use Confidential Information for purposes other than for the purposes of this Agreement, or
       
       (ii) disclose any Confidential Information to any third party without the Discloser’s prior written consent, except for its affiliates and its and their respective officers, directors, employees, consultants and representatives (“Representatives”) on a reasonable need-to-know basis, provided that such party is informed of the confidential nature of such information and directed to comply with the terms of this Section.
       
       The Recipient will be liable for any act or omission of its Representatives that, if performed, or failed to be performed, by the Recipient, would constitute a breach of this Section.
       
       
    3. Confidential Information does not include any information that (i) is or becomes publicly known without breach of this Agreement by the Recipient or its Representatives; (ii) was rightfully known to the Recipient or any of its Representatives prior to receipt from the Discloser; (iii) is disclosed to the Recipient or any of its Representatives without confidential or proprietary restriction by a third party who rightfully possesses the information; (iv) is independently developed by or on behalf of the Recipient or any of its Representatives without the use of Confidential Information of the other party; or (v) is required to be disclosed pursuant to the order of a court, government agency or applicable law, rule or regulation, provided that the Recipient shall, to the extent reasonably practicable and not prohibited under the circumstances, promptly provide a written notice of such an order to the Discloser to enable the Discloser to contest such an order.
    4. Each party's obligations regarding the protection of Confidential Information shall survive any expiration or termination of the Agreement.
16. TERM AND TERMINATION
    
    1. Term of the Agreement. This Agreement becomes effective on the Commercial License issue date and shall be valid for one year. The Agreement may thereafter be extended for one year on the same terms subject to the Customer’s payment of the subscription fee, that will be specified in the invoice issued by WebSpellChecker for the next agreed period.
    2. Commercial License Term. Commercial License is granted to you for one year starting from the Commercial License issue date and shall not exceed the term of the Agreement. The Commercial License term is considered to be renewed by the Parties subject to the extension of the Agreement under the provision 16.1.
    3. Termination of Agreement. We may terminate this Agreement:
       
       1. upon a written notice to you upon a material breach of any provision contained in this Agreement, provided that such breach has not been cured within 30 (thirty) days after the notice by us;
       2. due to discontinuation of the Software, subject to a 30 (thirty) day prior written notification;
       3. immediately in case of the abuse of the Software by you or Users, or breach with respect to the License restrictions.
    4. You shall not be entitled to any refunds upon termination in accordance with subsections 16.3 (a) and (c) of this Termination section.
    5. You may terminate this Agreement at any time prior to the termination date specified in the notice by sending us a 30-day notice. You shall not be entitled to any refunds upon such termination except as provided in Section 12 “Warranty. Disclaimer of Warranty”.
    6. Effect of Termination. Upon expiration or termination of this Agreement, all your rights to use the Software shall cease. You shall delete the Software from all your systems and destroy all of its copies.
    7. Survival. The rights and obligations of the Parties, specified under Sections 9 ”Intellectual Property,” 12.6 “Disclaimer of Warranty,” 14 “Limitation of Liability,” 15 “Confidentiality,” 16 “Term and Termination,” 17 “Miscellaneous” shall survive expiration or termination of this Agreement.
17. MISCELLANEOUS
    
    1. Assignment. You may not assign any rights under this Agreement without our prior written consent.
    2. Emails. The Parties recognize the validity of emails and their full force.
    3. Force Majeure. Neither party shall be liable to the other for failure or delay in the performance of the required obligation if such a failure or delay is caused by strike, war, terrorism, riot, fire, flood, natural disaster, epidemic or other similar cause beyond such party's control, provided that such a party gives a prompt written notice of such a condition and resumes its performance as soon as possible, and provided further that the other party may terminate this Agreement if such condition continues for a period of 90 (ninety) days.
    4. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
    5. Severability. If any term, covenant, condition or provision of this Agreement or the application thereof to any person or circumstance shall at any time or to any extent be determined to be invalid or unenforceable under any provision of applicable law, to the full extent the provision of such applicable law may be waived, it is hereby waived. To the extent such law cannot be waived, the invalid or unenforceable provision shall be replaced by a valid provision which comes closest to the intentions of the parties to this Agreement. The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof.
    6. No Agency. This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of legal association between or among WebSpellChecker and you, and neither party shall represent to the contrary, whether expressly, by implication, appearance or otherwise.
    7. Insolvency. If either party becomes insolvent, files a bankruptcy petition, becomes the subject of an involuntary bankruptcy petition, makes a general assignment for the benefit of creditors, has a receiver appointed for its assets, or ceases to conduct business, it shall immediately notify the other party. If any such events occur, the other party shall have the right to terminate this Agreement at any time by providing the insolvent party with a termination letter, which shall be effective upon receipt.
    8. Governing Law. The Parties agree that this Agreement is governed by the laws of the Republic of Estonia and mutually consent to the exclusive jurisdiction and venue in the courts of the Republic of Estonia, and expressly disclaim the applicability of the laws of any other state or jurisdiction to the maximum extent possible.
    9. Changes to this Agreement. We can change this Agreement from time to time to reflect changes in the applicable law or updates to the Software. The revised Agreement will supersede all its prior versions. If any material revisions to the Agreement are made, we will provide you with an advance notice via email. Your continued use of the Software constitutes your acceptance of any revisions. If you don’t agree to the revisions, you should stop using the Software.

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