WebSpellChecker provides its Services subject to the terms and conditions foreseen in these Terms of Service (“Terms” or “Agreement”).
In this Agreement “we”, us, “our” or “WebSpellChecker” will refer to TeamDev Management OÜ, acting under trademark WebSpellChecker, which maintains its principal place of business at Narva mnt 7-559, Kesklinna linnaosa, Tallinn, 10117, Estonia.
And, the terms “you”, “your” and “Customer” will refer to you. If you are registering an Account or using our Services on behalf of an organization, you are agreeing to these Terms for that organization and promising us that you have the legal authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” or “Customer” will refer to that organization). The exception to this is if that organization has a separate contract with us covering your Account and use of our Software and Services, in which case that contract will govern your Account and use of the Services.
PLEASE READ THIS TERMS CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING OR USING THE SERVICES OFFERING, YOU SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON OUR WEBSITE, EACH OF WHICH IS INCORPORATED BY REFERENCE AND EACH OF WHICH MAY BE MODIFIED FORM TIME TO TIME WITHOUT NOTICE YOU.
THIS AGREEMENT IS APPLIED TO ALL USERS OF THE SERVICES. AS A RULE YOU MAY USE THE SERVICES IF YOU ARE OVER THE AGE OF 16. THE COMPANY DOES NOT PERMIT THOSE UNDER 16 TO USE THE SERVICE. HOWEVER, IF THE LAW OF YOU COUNTRY OF RESIDENCE PERMITS TO USE SUCH SERVICES UNDER THE AGE OF 16, YOU MAY USE THIS SERVICES ACCORDING TO THE SPECIFIED LAW.
BY CONTINUING TO USE THE SERVICES, YOU AGREE TO BE BOUND BY CURRENT AND ANY UPDATED VERSION OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT USE THE SERVICES.
- “Services” mean multilingual web proofreading services that include but are not limited to grammar, spelling and writing style checks, spelling autocorrect and text prediction, provided by WebSpellChecker via the Software, as defined in this Agreement.
- “Software” means WProofreader — a browser extension that adds text proofreading functions to a browser.
- “User Content” means any textual information that you check by using the Services.
- “Updates” mean changes or enhancements to the Software and/or Services, periodically made available by WebSpellChecker.
- “Our Website” means the site that WebSpellChecker operates, namely *wproofreader.com.
- Right to use the Services. WebSpellChecker grants you a non-exclusive, non-assignable, royalty free, worldwide right to access the Software, and use the Services under this Agreement. You receive the right to use the Services as long as they are available and offered by WebSpellChecker.
- Access to the Services. Services become available to you after installation of the Software into your web browser and signing in to your user account (“Account”). You will have access to the Services, and the Software will be updated automatically under the condition that you use the latest available version of the web browser.
- Fees. Services under this Agreement are provided to you free of charge.
- Support. WebSpellChecker does not provide you with any support in connection with the Services.
- WebSpellChecker notifies you that the Software may contain third party open-source components.
- 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.
- You are required to create an Account to access and use the Services.
- As part of the Account creation process, we will ask you to provide your first name and email address. You must provide accurate and complete information and keep your Account information updated. You are responsible for the information you provide in your Account and for the security of your passwords.
- You are solely responsible for all use (whether or not authorized) of our Services under your Account. You agree to take all reasonable precautions to prevent unauthorized access to or use of our Services and will notify us promptly of any unauthorized access or use. We will not be liable for any loss or damage arising from unauthorized use of your Account.
- You have the right to delete your Account at any time. The deleted Account can not be restored.
- You shall use our Services in accordance with all applicable laws and third-party rights, including copyright or trademark laws, as well as these Terms of Service.
You shall NOT directly or indirectly:
- copy, transfer, resell or otherwise make available our Services to third parties or offer them on a standalone basis;
- reverse engineer, decompile, disassemble or otherwise create, attempt to create, derive, permit or assist anyone else to create or derive the source code or architecture of the Software;
- access the Services in order to build a similar or competitive to our Software product;
- try to obtain or obtain unauthorized access to our Services, including with the intention to violate any security or authentication feature or measures of the Software;
- harass, abuse, threaten, or incite violence towards any individual or group, including WebSpellChecker employees, officers, and agents, or other users;
- impersonate any person or entity, including any of our employees or representatives, including through false association with us, or by fraudulently misrepresenting your identity;
- use our Services for the benefit of any third party;
- attempt to disrupt or tamper with WebSpellChecker’s servers in ways that could harm our Website or Services, to place undue burden on our servers through automated means, or to access the Services in ways that exceed your authorization.
CHANGES TO THE SERVICES
- Changes to the Services. Our Services may change over time as we may modify them or add some new features. If any material changes to our Services become necessary, involving changes that result in any of the Services features deprecation, we will notify you by sending an e-mail and/or by posting a notice of the changes on our Services at least 30 days prior to implementing those changes.
- Changes to the Agreement. We can change this Agreement from time to time to reflect changes in the applicable law or updates to our Services. The revised Agreement will supersede all its prior versions. The most current version of the Agreement will always be posted on our Website. Revisions to these Terms will be effective upon the effective date indicated at the top of the Agreement.
- If any material revisions to the Agreement are made, we will provide you with an advance notice via email.
AVAILABILITY OF THE SERVICES
We will make commercially reasonable efforts to keep our Services operational 24 hours a day and seven days a week, except for:
- planned downtime for maintenance, upgrades and updates for which we will use commercially reasonable efforts to provide at least 48 hours prior notice, or
- for unplanned downtime caused by any circumstance beyond our control, including acts of God, acts of government, flood, fire, earthquakes, epidemics, civil unrest, wars, acts of terror, strikes or other labor problems, failures in computer, hardware, telecommunications, internet service provider or hosting facilities, power shortages and denial of service attacks.
INTELLECTUAL PROPERTY OWNERSHIP
- As between you and us, WebSpellChecker exclusively owns and reserves all property rights, copyrights, title and interest in and to its Services and Software, and any derivatives or modifications. You do not receive any rights to the Software, except those that are specified in this Agreement.
- You shall not remove, deface or obscure any of our copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Services or Software.
- This Agreement does not grant you any rights to use the 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,” “WProofreader Business”.
- You retain all of your rights to the User Content you check while using our Services and are responsible for it and for its quality and integrity. We take no responsibility and assume no liability for your User Content.
- You grant WebSpellChecker a worldwide, non-exclusive, royalty-free license to process, store, configure and transmit your User Content solely as necessary for the purposes of providing the Services to you.
- You represent and warrant that you have legal rights to your User Content and therefore are able to grant us the license as provided in these Terms.
- We retain the right to use aggregated anonymized User Content for the purposes of Services improvement. Such content will not be used in any way that identifies you.
USE OF PERSONAL DATA
- You further acknowledge and agree that we may access or disclose your Personal Data, if: (i) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or government request, (ii) to enforce our agreements and policies, (iii) to protect the security or integrity of our services and products, (iv) to protect ourselves, our other customers, or the public from harmful acts or illegal activities, or (v) to respond to an emergency which we believe in good faith requires us to disclose data to assist in preventing a death or serious bodily injury.
TERM AND TERMINATION
- This Agreement becomes effective once you activate the Services and continues until terminated by either party as outlined in this Section.
We may terminate this Agreement:
- due to discontinuation of the Services, subject to a 30 (thirty) day prior written notification;
- immediately in case of your abuse of the Software or Services.
- You may terminate this Agreement at any time by deleting your Account and removing the Software from your browser.
- We also reserve the right to immediately suspend your access to our Services or terminate your Account without any liability for us for any reason at any time, especially if: (i) you violate (or give us reason to believe you have violated) our Prohibited Use; (ii) there is a reason to believe the traffic created from your use of our Services is fraudulent or negatively impacting the operating capability of our Services.
- If we suspend our Services to your Account, we will make a reasonable attempt to notify you.
- Effect of Termination. Upon termination of this Agreement, all your rights to use the Services shall cease. You will no longer have any access to your User Content. Data that was available to you under your Account, like usage statistics, personal dictionary, personal settings will be deleted. Therefore consider exporting and saving the necessary data you want to retain, e.g. personal dictionary.
- Survival. The rights and obligations of the Parties, specified under Sections ”Intellectual Property,” “Disclaimer of Warranty,” “Limitation of Liability,” “Confidentiality,” “Term and Termination,” “Miscellaneous” shall survive expiration or termination of this Agreement.
- “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, (iii) User Content, and (iv) 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.
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:
- use Confidential Information for purposes other than for the purposes of this Agreement, or
- 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.
- 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.
- Each party's obligations regarding the protection of Confidential Information shall survive any expiration or termination of the Agreement.
WARRANTY. DISCLAIMER OF WARRANTY
- Due Authority. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
- DISCLAIMER OF WARRANTY. ALL SERVICES ARE PROVIDED “AS IS,” AND WEBSPELLCHECKER AND ITS 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 SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WEBSPELLCHECKER, NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT: (A) THE USE OF SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE; (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (D) ERRORS OR DEFECTS WILL BE CORRECTED.
- WE DO NOT GUARANTEE THE ACCURACY, SPEED, COMPLETENESS, RELIABILITY AND TIMELINESS OF THE SERVICES. WE ALSO DO NOT GUARANTEE THAT THE SERVICES WILL FIT FOR YOUR SPECIFIC PURPOSE. YOU ACCEPT THAT THE PROOFREADING OF THE CONTENT FOR STYLISTIC, SPELLING AND GRAMMATICAL ERRORS MIGHT BE INCOMPLETE.
- BETA SERVICES. FROM TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH WEBSPELLCHECKER WHERE YOU GET TO USE ALPHA OR BETA SERVICES, PRODUCTS, FEATURES AND DOCUMENTATION (“BETA SERVICES”) OFFERED BY US. THESE BETA SERVICES ARE NOT GENERALLY AVAILABLE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, WE ARE PROVIDING THE BETA SERVICES TO YOU “AS IS.” WE MAKE NO WARRANTIES OF ANY KIND WITH RESPECT TO THE BETA SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOTWITHSTANDING ANY PUBLISHED DOCUMENTATION THAT STATES OTHERWISE, WEBSPELLCHECKER DOES NOT WARRANT THAT THE BETA SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.
LIMITATION OF LIABILITY
- NEITHER PARTY (NOR ITS 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 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.
- 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 in its essential purpose.
- 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, including but not limited to the claims related to Personal Data use, or claims arising from your use of the Services in violation of the Agreement, the Documentation, or applicable law (each a “Claim Against WebSpellChecker”), 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 WebSpellChecker, provided we (a) promptly give you a written notice of the Claim Against WebSpellChecker, (b) give you sole control of the defense and settlement of the Claim Against WebSpellChecker (except that you may not settle any Claim Against WebSpellChecker unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at your expense.
GOVERNING LAW AND DISPUTE RESOLUTION
- 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.
- Assignment. You may not assign any rights under this Agreement without our prior written consent.
- Emails. The Parties recognize the validity of emails and their full force. The Customer agrees that its email address provided to WebSpellChecker is valid. Any notifications, including notifications regarding the changes to the Services or Agreement, sent by WebSpellChecker to the email address provided by the Customer, will be deemed to have been properly given.
- 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, pandemic 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.
- 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.
- 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.
- 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.