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Last revised July 11, 2023

Welcome to Copyleaks Technologies Ltd. (“Copyleaks”, the “company”, “we” veya “us”). Your use of this web site (the “Site”), the services and content made available on the Site, and the API (the “Services”) are subject to these Terms of Use (the “Terms”). By using any of our Services or accessing the Site, you agree to be bound by, and use our Services in compliance with these Terms and all order forms and policies incorporated herein by reference (collectively the “Agreement”). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES OR ACCESS THE SITE. We may make changes to these Terms from time to time, without prior notice. When we do, we will revise the “last updated” date given above. It is your responsibility to review these Terms frequently and to remain informed of any changes made. The then-current version of these Terms will supersede all earlier versions. You agree that your continued use of the Services will constitute your acceptance of such revised Terms.

We reserve the sole right to either modify or discontinue the Services and the API, as defined below, or any of the Site’s features, at any time with or without notice to you.

The Company itself or through its affiliates (including Copyleaks, Inc.) will provide the Services, and you may access and use the Services, in accordance with these Terms. If you order the Services through an online registration page, purchase order, order form, or similar document bearing any other title (each an “Order Form”), the Order Form may contain additional terms and conditions and information regarding the Services you are ordering.

1. SITE USERS

As a visitor to or user of the Site who has not created an Account (“Site User”), you can browse the public-facing areas of the Site and access and use all publicly available content, features and functionality on the Site. However, you cannot use the Services. In order to use the Services, you must create an Account. Unless determined otherwise by the laws of the State of Israel, Copyleaks shall have no responsibility to the Site User’s use of the Site, which shall be under the Site User’s sole risk.

2. YOUR REPRESENTATIONS

By accepting these Terms, you expressly confirm that you are legally entitled and of legal age to accept these Terms, that you have read and understood these Terms, and that you have confirmed that your use of the Services is permitted under the laws of your country. You hereby agree to comply with all rules and laws (local, regional, state, federal or otherwise, and in any and all jurisdictions that apply to you and your customers) regarding acceptable content and user conduct on the Internet. You hereby agree to comply with all laws and regulations regarding obscene and indecent content and communications and with all applicable laws and regulations regarding the transmission of technical data. Copyleaks will not be responsible if your use of the Services does not comply with the laws of your country. You further represent and warrant that any information you provide Copyleaks in connection with your use of the Services is accurate, correct and up to date.

3. LICENSE TO USE THE SERVICES

Subject to your compliance with these Terms, we hereby grant you a limited, revocable, worldwide, non-exclusive, non-transferable license to use the Services and the Site for your use only and not for resale or further distribution. You agree to use the Site and Services only as follows: (1) if you are an educational institution user, only as integrated with your learning management system, and to access, copy and modify the data or other information made available to you through such integration; (2) if you are an API user, only as integrated with your system through the API, to sublicense the API and to access, copy and modify the data or other information made available to you through the API and (3) if you are any other user, only in accordance with the Order Form, these Terms and Copyleaks’ Privacy Policy. Except for this license granted to you, we and our licensors retain all right, title and interest in and to the Services, including all related intellectual property rights. The Services are protected by applicable intellectual property laws, including international treaties.

4. REGISTRATION AND ACCOUNT

4.1 Account. In order to access and use the Services located in the Site, you must complete an online registration process on the Site and create an account (herein, an “Account”). To create an account, you must provide truthful and accurate information. If your information changes at any time, please update your Account to reflect those changes. All Accounts shall be governed by these Terms between you and Copyleaks. You are responsible for maintaining the confidentiality of your Account credentials (including the registration details, the data collected from the Site, and any other data that may be related to your Account), and fully responsible for all activities associated with your Account.

4.2 Report of Abuse. You agree to immediately notify Copyleaks of any unauthorized use of your Account or any other breach of security related to your Account via the technical support page at https://help.copyleaks.com. Copyleaks cannot and will not be liable for any loss or damage arising from any unauthorized use of your Account.

5. USE OF THE SERVICES

5.1 Credits. Your use of the Services is through the redemption of credits (the “Credit/s”). Each Credit can be used for a single page (containing up to 250 words). You may purchase as many Credits as you desire. Once the Credits on your Account run out, you will be required to acquire additional Credits to continue enjoying the Services. Copyleaks offer you the possibility of a “refill option”, allowing you an automatic refill of the exact amount of Credits you purchased, at the same price as the primary Credits you purchased. A detailed description of our Copyleaks accounts, including the prices and the features associated with each type of account, is available on our Copyleaks Pricing page.

5.2 Annual Account. You can subscribe for an annual account for the Services. Your Account will be loaded with the number of Credits you purchased and will be valid for a 12-months period. You may change the number of Credits on your Account at any time. Your Account will be updated immediately following such a change.

5.3 Monthly Account. You can also purchase a monthly subscription to the Services. Your Account will run from month to month (the “Monthly Account”) with the same number of Credits you selected to begin with. If you select a Monthly Account, you will have the same number of Credits each month, without the possibility of accumulating unused Credits of the previous month, and any such unused Credits shall be cancelled. Copyleaks will not refund any unused Credits that were cancelled. You may change the number of Credits on your Account at any time. Your Account will be updated immediately following such a change.

5.4 API. Copyleaks also offers you the Application Programming Interface (the “API”) which allows you to integrate our Services to your systems.

6. AI CONTENT DETECTOR

Without derogating from these Terms , the following provisions shall apply specifically to any use by you of the Copyleaks AI Content Detector, including by way of sampling the AI Content Detector on the applicable webpage (e.g., at https://copyleaks.com/ai-content-detector or otherwise):

6.1 Copyleaks AI Content Detector is a Copyleaks’ proprietary tool which, at the request of Copyleaks’ users, scans content provided by such user to the AI Content Detector and provides a score between 0 and 100 reflecting the probability that the scanned content is generated by a human or an artificial intelligence (AI) tool.

6.2 Copyleaks does not provide – and expressly disclaims – any warranty regarding the accuracy of the result provided by the AI Content Detector, which in some cases may incorrectly flag certain content as more likely to be AI-generated.

6.3 The AI Content Detector is an assessment tool which in no way guarantees whether or not any given content was generated by a human or by AI, and any result provided by the AI Content Detector shall not constitute an endorsement or determination on the part of Copyleaks regarding whether or not the scanned content, or any part of it, was generated by human or by AI.

6.4 Copyleaks shall in no way be liable for any action taken by you or any third party on the basis of a result provided by the AI Content Detector. You are solely responsible for any inquiry, investigation or other action taken by you on the basis of such result.

6.5 To the extent the content you provided for a scan by the AI Content Detector is copied from a webpage – you alone shall be fully responsible for compliance with the terms of use of such third party webpage from which the content was copied, and Copyleaks disclaims any and all liability for any breach of such terms of use.

7. GENERATIVE AI GRC

Without derogating from these Terms, the following provisions shall apply specifically to any use by you of the Copyleaks Generative AI GRC, including by way of sampling the Generative AI GRC on the applicable webpage (e.g., at https://copyleaks.com/governance-risk-and-compliance or otherwise):

 

7.1 Copyleaks Generative AI GRC is a Copyleaks proprietary tool which, at the request of Copyleaks’ Generative AI GRC customers (the “Customer”), monitors and restricts the use of certain text based generative AI tools according to the Customer definition of prohibited use.

7.2 Copyleaks does not commit to full enforcement of the restrictions defined by you and as a control tool cannot commit to a complete enforcement of the rules defined by the Customer.

7.3 As part of the Generative AI GRC service Copyleaks collects and stores end users’ conversations with certain text based generative AI tools in order to allow you to view the conversation history within your organization. You can delete such correspondence at any time in accordance with our privacy policy. It is your responsibility to obtain your end users consent for the collection and storing of their conversation history.

7.4 The Generative AI GRC service is designed to improve your control over the use of specific text based generative AI tools. However, in the event that the generative AI tool(s) to which our extension is added undergo substantial changes, we may need to temporarily cease our services in order to make the necessary adjustments to ensure compatibility and optimal functionality. During this adjustment period, the service may not function as intended or may be temporarily unavailable. We will make reasonable efforts to minimize any disruptions and restore the service as soon as possible.

7.5 Copyleaks shall in no way be liable for any action taken by you or any third party on the basis of a result provided by the Generative AI GRC. You are solely responsible for any inquiry, investigation or other action taken by you on the basis of such result.

8. RESTRICTIONS

You must comply with all applicable laws when using our Services. Except as may be expressly permitted by applicable law, these Terms or as Copyleaks may authorize expressly in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works, or other content made available through our Services (collectively, “Service Content”) or compile or collect any Service Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use our Services or to store, copy, modify, distribute, or resell any Service Content; (iii) market, rent, lease, or sublicense your access to our Services to another person; (iv) circumvent or disable any digital rights management, usage rules, or other security features of our Services; (v) use our Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Services; (vi) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Services or any Service Content; (vii) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services or Service Content; or (viii) use the Services or Service Content to develop and/or train and/or improve other models (ix) create derivative works, decompile, modify or attempt to extract any source codes from the software underlying the Services, unless you are expressly permitted to do so under an open source license.

9. BILLING AND PAYMENT TERMS

9.1 Payment Terms. Valid information on the cost of the Services is provided in the Pricing Page on the Site. Unless otherwise stated on an Order Form, fees for an Annual Account shall be prepaid in full immediately upon creating an Annual Account, and the fees for a Monthly Account shall be charged monthly, each month in advance. 

9.2 Billing. Copyleaks outsources all online payment processing to Stripe (“Stripe”). Copyleaks does not have access to credit card numbers and all other payment information submitted to Stripe as a result of the online payment process. You agree to provide Stripe with a valid credit card and accurate, complete and updated information required by the Stripe subscription registration form. Failure to comply may result in the immediate termination of Services. You must contact Copyleaks via the technical support page at https://help.copyleaks.com about any billing problems or discrepancies when they first appear on your Account statement. If you do not bring them to Copyleaks’ attention when they first appear on your Account statement, you agree that this will be deemed a waiver of your right to dispute such problems or discrepancies.

9.3 Taxes. Amounts payable under an Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Copyleaks’ net income. In the event that you are required by any applicable law to withhold or deduct taxes for any payment under an Agreement, then the amounts due to Copyleaks shall be increased by the amount necessary so that Copyleaks receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had you not made any such withholding or deduction. 

10. TERM AND TERMINATION

10.1 Term. The Agreement shall be effective beginning when you (a) accept these Terms, (b) create an Account, (c) execute an Order Form or (d) access or otherwise use the Services, in each such case whichever occurs first, and shall continue until terminated in accordance with the terms of the Agreement. Each Order Form or subscription term shall automatically renew for successive subscription terms of equal length, unless either party notifies the other party in writing of its intent not to renew the Order Form or the subscription term (as applicable), not less than twenty four (24) hours prior to the expiration of the Account.

10.2 Termination. The Agreement or any part of the Services may be suspended or terminated, effective immediately: (a) by Copyleaks, at any time and for any reason, at its sole discretion with or without notice to you; (b) if you materially breach this Agreement; (c) by either party, if it has become impractical or unfeasible for any legal or regulatory reason to use or to provide the Services; or (d) by either party, upon the other party’s liquidation, commencement of dissolution proceedings, disposal of assets, failure to continue business, assignment for the benefit of creditors, or if such other party becomes the subject of a voluntary or involuntary bankruptcy or similar proceeding. Copyleaks shall not be liable to you for damages of any sort resulting solely from terminating this Agreement in accordance with its terms.

10.3 Modification and Termination. Notwithstanding the foregoing if Copyleaks reasonably believes that your use of any portion of the Services is likely to be enjoined by reason of a third party’s claim of infringement, violation or misappropriation of its intellectual property rights then Copyleaks may, at its own expense: (i) procure for you the right to continue using the Services; (ii) replace the same with other software, services or other material of equivalent functions and efficiency that is not subject to an action of infringement; (iii) modify the applicable software, support services or other material so that there is no longer any infringement or breach, provided that such modification does not adversely affect the capabilities of the Services as set out herein or.

10.4 Effect of Termination. Upon termination of the Services, your right to use the Services will immediately cease. All provisions of the Terms which by their nature should survive termination shall survive termination. All payments are completely non-refundable. If Copyleaks terminates and/or shut down (temporarily or permanently) parts or all of the Services, you will not receive any refund or partial refund for any charges already billed to your account.

10.5 Refunds. Refunds will only be provided if you have submitted a refund request, not scanned any pages or used any Credits from your Account and only within the first 10 days of the billing cycle. Payment processing fees will not be deducted from the original price if the refund request has been submitted within 24 hours of the payment date. The refund will only cover the most recent subscription cycle.

11. CONFIDENTIALITY

Either party (“Receiving Party”) agrees to hold all information provided by the other party (“Disclosing Party”), in either written or any electronic format, including, but not limited to, specifications, reports, requests for quotation or proposals, customer information or the like if such information is (a) designated in writing to be confidential or proprietary, or (b) if given orally, is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure, or (c) which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary (such information, “Confidential Information”), in the strictest confidence. No dissemination of any Confidential Information is permitted without the explicit consent of the Disclosing Party. The Receiving Party shall (i) disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s employees and contractors whose duties justify their need to know such information and who have been clearly informed of their obligation to maintain the confidential and proprietary status of such Confidential Information; and (ii) use such Confidential Information only for the purposes set forth in this Agreement. The Receiving Party will use at least the same degree of care to prevent the disclosure or unauthorized use of Confidential Information as it uses with respect to its own highly valuable confidential and proprietary information, and in no event less than a reasonable degree of care that a reasonable person would use under similar circumstances. Notwithstanding the above, the obligations under this Section 10 relating to Confidential Information shall not apply to information which (A) is known to the Receiving Party at the time of disclosure as evidenced by written contemporaneous records, (B) has become publicly known and made generally available through no wrongful act of the, or the receiving Party (C) has been rightfully received by the Receiving Party from a third party authorized to make such disclosure.

Except for the confidentiality obligations under this Section 10, you shall be solely responsible for any content and other material that you submit, publish, transmit, or display on, through, or with our Services.

12. INTELLECTUAL PROPERTY

Copyleaks reserves all rights, title and interest in and to the Services and the Site and all related software and technology, as well as all improvements and modifications to and derivative works of any of the foregoing, together with all related intellectual property rights. No rights are granted to you hereunder, whether by implied license, estoppel, operation of law or otherwise, other than the limited license expressly set forth above. Without limiting the foregoing, Copyleaks (and/or its affiliates, as applicable) is, and shall be, the sole and exclusive owner of all right, title and interest in and to any and all suggestions, improvements, derivative works, enhancement requests and/or modifications of/to any of the foregoing, regardless of inventorship or authorship, including, without limitation, all feedback provided by you to Copyleaks regarding the Services or the Site.

13. LICENSE FROM YOU

If you submit a document or other content to the Site or in connection with the Services, and for so long as you do not delete such documents or content from our servers, you hereby grant Copyleaks a non-exclusive, non-compensatory right to the documents and content submitted in order to provide the Services and improving the quality of our Services and the Site.

14. LIMITATION OF LIABILITY

SUBJECT TO APPLICABLE LAW, IN NO EVENT WILL COPYLEAKS, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, SERVICES, COPYLEAKS CONTENT AND SERVICE CONTENT WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT COPYLEAKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL COPYLEAK’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES (WHETHER IN CONTRACT, EQUITY, NEGLIGENCE, TORT OR OTHERWISE) EXCEED THE AGGREGATE FEES PAID BY YOU TO COPYLEAKS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION ARISES.

15. DISCLAIMER OF WARRANTIES

SUBJECT TO APPLICABLE LAW, IN NO EVENT WILL COPYLEAKS, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, SERVICES, COPYLEAKS CONTENT AND SERVICE CONTENT WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT COPYLEAKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL COPYLEAK’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES (WHETHER IN CONTRACT, EQUITY, NEGLIGENCE, TORT OR OTHERWISE) EXCEED THE AGGREGATE FEES PAID BY YOU TO COPYLEAKS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION ARISES.

16. INDEMNIFICATION

You agree to indemnify and hold harmless Copyleaks, its directors, officers, employees, contractors, subcontractors and affiliates, from any and all liabilities, losses, claims (including, but not limited to, claims for injunctive relief), demands, disputes, damages, losses, liens, causes of action, suits, civil, criminal, statutory, or administrative actions or proceedings, fines, taxes, assessments, penalties, judgments, and/or other expenses of any kind, nature, or description whatsoever (including, but not limited to, Copyleaks’ fees and expenses and costs of investigation) resulting from or in any way connected with (1) your use of the Services ; (2) your use of the results provided by one of our Services; (3) your reliance for any purpose on results provided by one of our Services; (3) and/or (4) your breach of the Agreement.

17. ASSIGNMENT

This Agreement is personal to you, and you may not assign your rights or obligations to anyone. Copyleaks may assign its rights and obligations under the Agreement without notice or prior consent.

18. PRIVACY POLICY

BY ACCESSING AND/OR USING THE SITE OR SERVICES FOR ANY PURPOSE WHATSOEVER, YOU AGREE TO THE COLLECTION AND USE OF ANY INFORMATION OR DOCUMENTS UPLOADED TO THE SITE OR SERVICES, IN ADDITION TO THE COLLECTION OF YOUR PERSONAL INFORMATION, ALL IN ACCORDANCE WITH THESE TERMS AND UNDER OUR PRIVACY POLICY. UNLESS YOU DELETE ANY UPLOADED DOCUMENTS FROM COPYLEAKS’ SERVERS IN ACCORDANCE WITH OUR PRIVACY POLICY, WE RESERVE THE RIGHT TO KEEP SUCH UPLOADED DOCUMENTS IN A DATA-BASE AND USE SUCH DOCUMENTS FOR ALL PURPOSES LISTED IN OUR PRIVACY POLICY.

19. THIRD PARTY

The Site may provide links to third party websites or resources from the Site or Services. You acknowledge and agree that Copyleaks is not responsible or liable for the availability, functionality or accuracy of, and Copyleaks does not endorse, such third party websites or resources or the content, products, or services on or available from such websites or resources. You acknowledge and accept your sole responsibility for and assume all risk arising from your use of any such websites or resources.

20. TRADEMARKS AND SERVICE MARKS

There are a number of proprietary logos, service marks, trademarks, slogans and product designations (“Marks”) found on the Site. By making the Marks available on the Site, Copyleaks is not granting you a license to use them in any fashion. Access to the Site does not confer upon you any license to the Marks under any of Copyleaks’ or any third party’s intellectual property rights. No Copyleaks Marks may be used as a hyperlink or otherwise without Copyleaks’ prior written permission.

21. RELATIONSHIP OF THE PARTIES

The Parties are independent contractors, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties. Each party may not have any authority to assume or create any obligation for or on behalf of the other party, whether expressed or implied.

22. THIRD PARTY BENEFICIARIES

You acknowledge and agree that each member of the group of companies of which Copyleaks is an affiliate, and each indemnified party therein (determined pursuant to internal group agreements), will be beneficiaries of this Agreement and that such other companies will be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company will be a beneficiary of this Agreement. You acknowledge and agree that affiliates may provide you the Services on behalf of Copyleaks and these Terms will also govern your relationship with Copyleaks’ affiliates.

23. CONTACT US

If you have any questions or comments about these Terms or the practices relating to the Site, please contact us and we will make an effort to reasonably respond to your inquiry.

24. APPLICABLE LAW AND DISPUTE RESOLUTION

Should one or more of the stipulations in the Terms be held to be invalid by a competent jurisdiction the remaining clauses shall remain valid and enforceable. These Terms shall be governed by and interpreted in accordance with the laws of the state of Connecticut. The parties agree that all disputes arising out of this Agreement shall be subject to, and each party hereby consents to, the sole and exclusive jurisdiction of the competent courts located in the State of Connecticut. The United Nations Convention for the International Sale of Goods shall not apply. Notwithstanding the foregoing, Company may seek injunctive or other equitable relief in any jurisdiction to protect its intellectual property rights.

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