Terms and conditions
This Terms and Conditions Agreement (the "Agreement") is entered into by and between the customer ("Customer" or "You") and Smyth, an INK Content, Inc. Company ("INK", "We", "Us", or "Our"), the provider of the Smyth platform as a service (the "Service").
By accessing, using, or registering for the Service, downloading the necessary software, or using any part of the Service, you agree to be bound by this Agreement, as well as our Acceptable Use Policy. If you do not agree to all the terms and conditions of this Agreement, you must not use the Service.
- SUBSCRIPTION AND REGISTRATION
- OWNERSHIP AND PROPRIETARY RIGHTS
- WARRANTIES AND DISCLAIMERS
- LIMITATION OF LIABILITY
- TERM AND TERMINATION
- GOVERNING LAW AND DISPUTE RESOLUTION
1.1 "Service" refers to Smyth and any other services or features offered by INK. Smyth turns any site into a ChatGPT plugin with a few clicks . Our secure, blazing-fast infrastructure makes your site ready for the next generation of Google and Bing search engines, and the future of work.
1.2 "Customer Data" refers to any data, information, or material provided, submitted, or uploaded by the Customer to the Service.
1.3 "Documentation" refers to the user manuals, help files, technical manuals, and any other materials, in written or electronic form, that describe the features, functions, or operation of the Service.
1.4 "Order Form" refers to the document or online form by which the Customer purchases a subscription to the Service.
1.5 "Subscription Term" refers to the period during which the Customer is granted the right to use the Service, as specified in the Order Form.
2.1 Subscription. Subject to the terms and conditions of this Agreement, INK grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to access and use the Service during the Subscription Term in accordance with the restrictions and conditions contained in this Agreement and the applicable Order Form.
2.2 Registration. To use the Service, the Customer must register with INK by generating a username and password for each user ("Registration"). The Customer is responsible for maintaining the confidentiality of their Registration information and for any activities that occur under their account.
3.1 Ownership. INK and its licensors own all rights, titles, and interests in and to the Service and any licensed material, including all intellectual property rights. The Customer retains ownership of all rights, titles, and interests in and to the Customer Data.
3.2 Restrictions. The Customer may not: (a) sell, resell, rent, or lease the Service; (b) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of any applicable law or in violation of any third party’s intellectual property rights; (c) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein; or (d) attempt to gain unauthorized access to the Service or its related systems or networks.
4.1 Subscription Fees. The Customer shall pay all Subscription Fees specified in the invoice within thirty (30) days of receipt of such invoice. Subscription Fees are non-refundable, except as otherwise provided in this Agreement.
4.2 Taxes. Payments under this Agreement do not include taxes, duties, or imposts, which are the responsibility of the Customer.
5.1 Warranty. INK warrants that the Service will perform substantially as described in the accompanying Documentation during the Subscription Term. If INK breaches this warranty, INK shall use commercially reasonable efforts to correct the non-conformity within thirty (30) days or provide a plan reasonably acceptable to the Customer for correcting the non-conformity.
5.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, INK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INK DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT IT WILL MEET THE CUSTOMER'S REQUIREMENTS.
6.1 Limitation of Liability. IN NO EVENT SHALL INK OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST WAGES, LOST DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICE, EVEN IF INK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2 Maximum Liability. INK'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO INK DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.
7.1 Indemnification by Customer. The Customer agrees to indemnify, defend, and hold harmless INK and its officers, directors, employees, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Customer's use of the Service, (b) any breach or alleged breach of this Agreement by the Customer, or (c) any violation of any rights of a third party by the Customer, including but not limited to intellectual property rights.
8.1 Term. This Agreement commences on the date the Customer first accesses or uses the Service and continues until the expiration of the Subscription Term or until terminated earlier as provided herein
8.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other party.
8.3 Termination for Cause. INK may terminate this Agreement immediately upon written notice to the Customer if the Customer breaches any of its material obligations under this Agreement, and such breach is not cured within thirty (30) days after the Customer receives written notice of the breach from INK.
9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.
9.2 Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Houston, Texas before a single arbitrator. Judgment on the award may be entered in any court having jurisdiction.
10.1 Assignment. The Customer may not assign, delegate, or transfer this Agreement or any of its rights or obligations hereunder, without INK's prior written consent.
10.2 Notices. All notices under this Agreement must be in writing and shall be deemed duly given when personally delivered, sent by certified or registered mail, or sent by email with confirmation of receipt.
10.3 Entire Agreement. This Agreement, together with any applicable Order Form, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, with respect to such subject matter. Any conflicting or additional terms and conditions contained in any purchase order, invoice, or other communication between the parties are hereby rejected and shall have no force or effect.
10.4 Amendment. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
10.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement shall remain in full force and effect.
10.6 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or governmental actions.
10.7 No Waiver. No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
10.8 Relationship of the Parties. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Customer has no authority to make or accept any offers or representations on behalf of INK.
10.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
BY ACCESSING, USING, OR REGISTERING FOR THE SERVICE, OR BY DOWNLOADING THE NECESSARY SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE.