TOVIE AI CLOUD TERMS OF SERVICE

This document represents the terms of use (hereinafter – the Terms) of the TOVIE AI CLOUD services which governs the legal relationship between TOVIE AI LIMITED (hereinafter – the Licensor) and You (hereinafter – the Licensee).

The current version of the Conditions is posted on the Internet at https://tovie.ai/eng/docs/tos.pdf

1. DEFINITIONS

• 1.1. Licensee – legally capable individual (incl. having the status of the sole proprietor) or company who has entered into the Terms, who (which) is granted the right to use the Services in accordance with the restrictions and within the limits stipulated by the Terms.
• 1.2. Licensor – TOVIE AI LIMITED, a company incorporated and existing under the laws of England and Whales under registration number 11595010 and registered office at 128 City Road London EC1V 2NX.
• 1.3. Services TOVIE AI CLOUD (hereinafter – the Services) – software products, their components and websites, as well as works and services offered by the Licensor, available to the Licensee in one interface under the code name TOVIE AI CLOUD.
  The provision of the certain Services is governed by special rules (hereinafter – the Addendum to the Terms). The Services include:
  (1) Tovie Platform - https://tovie.ai/eng/docs/platform.pdf;
  (2) Tovie DialogStudio https://tovie.ai/eng/docs/dialogstudio.pdf;
• 1.4. Parameters – functionality of the Services, types of licenses and other rights acquired by the Licensee for a fee that allow the Licensee to change or expand the capabilities of the Services, the aggregate and / or quantitative indicators of which may determine the amount of the Licensor's remuneration, depending on the Service.
• 1.5. Website – the interface under the code name TOVIE AI CLOUD, which is a unified environment for working with the Services and an area of knowledge about the Services, containing information about the Services and other offered works and services of the Licensor providing the opportunity to create the account, manage the account, receive information about the Services available and used by the Licensee, the Parameters, the cost of the Services, as well as containing other information regarding the Services and offered works and services.
• 1.6. Personal Account – section of the Website or the Services available under the user account, where, among other things, all the Services available for use and selected by the Licensee for use are displayed, incl. the balance of the Personal Account, the selected tariff, the Parameters, settings, configurations, services or works offered by the Licensor. Using the Personal Account, the Licensee connects and manages the Services, the Parameters, services and works offered by the Licensor, displays statistical information on the use of the Services, contains the Licensee's account settings.
• 1.7. Territory – territory within which the Licensee is entitled to use the Services in accordance with the Terms. Unless otherwise provided by the Terms, the right to use the Services is provided on the territory of the whole world with the exception of the territory that is the target of comprehensive sanctions in particular imposed by EU Council Regulations, Office of Foreign Assets Control ("OFAC").
• 1.8. Term – unless otherwise provided hereto, the Licensee has the right to use the Services during the term of the exclusive right to the corresponding Service.

2. GENERAL PROVISIONS

2.1. The Licensor grants the Licensee a simple (non-exclusive) license to use the Services, if they are software products of the Licensor (in part of all or individual Services at the discretion of the Licensee) in the Territory, within the limits and for the period specified hereto, as well as ordered by the Licensee undertakes to perform work and provide services within the offered Services, and the Licensee undertakes to pay remuneration.

2.2. Description of the Services, methods of use, limits of rights, procedure for determining and paying remuneration to the Licensor are contained in the relevant Addendums to the Terms using the links specified in clause 1.3.

2.3. By agreeing to the Terms, the Licensee confirms and guarantees:

2.3.1. if the Licensee is a company: (1) its legal capacity; (2) the Terms are accepted by the authorized representative of the company; (3) the credentials provided to the Licensor when registering and using the Services is accurate and assumes full responsibility for their accuracy, completeness and reliability;

2.3.2. if the Licensee is an individual: (1) his legal capacity; (2) reaching the age of 18; (3) the accuracy of the credentials and personal data provided to the Licensor when registering and using the Services and assumes full responsibility for their accuracy, completeness and reliability.

2.4. If the Licensee intends to process Personal Data using the Services, the Licensee as a Controller in terms of the GDPR¹ is obliged to sign the Data Processing Agreement with the Licensor. For these reasons, the Licensee must contact the Licensor by email at support@ds.tovie.ai or privacy@tovie.ai.

3. THE REGISTRATION

3.1. To use the Services and the Parameters, the Licensee must register on the Website by creating the Personal Account by specifying the full name, login (or phone number) and password, country unless otherwise expressly provided by the terms of the particular Service.

In order to register and gain access to the Personal Account, the Licensee also has the right to use the authorization data of Google and Github.

3.2. After successful registration, any actions performed using the Licensee's Personal Account are recognized as committed personally by the Licensee and the Licensee is responsible for the safety and confidentiality of his credentials and is not entitled to disclose the login and password to third parties.

The Licensee assumes all possible risks associated with his actions to make mistakes, inaccuracies in the data provided during registration.

3.3. By starting to use the Service, including when going through the registration procedure, the Licensee agrees:

3.3.1. to the processing of the personal data provided by him in accordance with the provisions of the Privacy Policy;

3.3.2. to receive advertising and marketing messages about the Services from the Licensor to the e-mail address specified during registration.

Personal data provided by the Licensee under the Terms is stored and processed by the Licensor in accordance with the terms of the Privacy Policy.

3.4. In the event of a change in the credentials or other data provided to the Licensor, as well as unauthorized access to the Personal Account of the Licensee, the Licensee is obliged to immediately inform the Licensor about this by sending an application to the email support@ds.tovie.ai.

4. RIGHTS AND OBLIGATIONS OF THE LICENSEE

4.1. The Licensee has the right:

4.1.1. to use the Services on the Territory in the ways and within the limits provided hereto;

4.1.2. to receive information support from the Licensor regarding the operation of the Service by sending a request to the email support@ds.tovie.ai.

4.2. The Licensee undertakes:

4.2.1. not to make attempts to modify, decompile, copy, reverse engineering, as well as other actions aimed at obtaining the source text (code) of the Service or their elements, as well as disrupting their correct functioning;

4.2.2. to comply with all the requirements of the Licensor set forth in the Terms, as well as other requirements and recommendations of the Licensor brought to the attention of the Licensee when using the Service;

4.2.3. not to use the rights and (or) technical capabilities obtained when using the Services (1) to perform actions prohibited by applicable law (such as sending information without consent to receive it, etc.), (2) in order to impersonate another person or representative of any organization and / or community, including the support service of the Licensor, employees of the Licensor, or to perform other actions aimed at misleading any third parties, (3) committing fraudulent activities, (4) or in ways that may cause reputational, financial or any other damage to the Licensor.

4.2.4. to settle settlements with the Licensor in the manner and on the terms specified in the Terms and Addendums;

4.2.5. to provide the Licensor with instructions and materials necessary for setting up and / or implementing the Service under the Terms, in a timely manner;

4.2.6. to agree with the Licensor any use of the Licensor's name, trademarks and / or commercial designations, as well as any other information identifying the Licensor;

4.3. The Licensee is not entitled to cede the right to claim to third parties without obtaining the additional written consent of the Licensor.

4.4. The Licensee is not entitled to provide sub-licenses in relation to the Services.

4.5. In the event that the Licensee integrates the Service with third-party software tools, the Licensee independently bears the risks and responsibility for observing copyright and related rights in connection with such use of software belonging to third parties.

4.6. The Licensee agrees to the Licensor's use of the Licensee's reviews about the Licensor and the Service, left in the Licensor's official groups on social networks and other information resources, in order to post such reviews on the official websites, in the information and advertising materials of the Licensor.

5. RIGHTS AND OBLIGATIONS OF THE LICENSOR

5.1. The Licensor has the right:

5.1.1. to carry out current management of the Services, independently determine their structure, interface, the Parameters and any other elements of an external nature (visual) and internal nature (code structure);

5.1.2. to make changes to the Services in order to adapt them to specific tasks or improve, expand their functionality at its own discretion.

All exclusive rights to such improvements are reserved by the Licensor. At the same time, the Licensee has the right to use such improvements under the provisions of the Terms, and such improvements for the purposes of the Terms are part of the Licensor's Services;

5.1.3. to terminate the Terms and revoke the license to use the Services, terminate the provision of the Services selected by the Licensee at any time immediately, in case of violation by the Licensee of the provisions of the Terms, applicable law or the rights of third parties.

At the same time, the return of funds paid under the Terms (including in the form of an advance payment) is not carried out to the Licensee, and the Parties specifically agreed that the paid funds are a reward for using the Service for the period before the termination of the Terms by the Licensor;

5.1.4. to provide technical and informational support to the Licensee necessary to gain access to the Services and their subsequent use, within a reasonable time;

5.1.5. to change the amount of remuneration for the right to use a particular Service unilaterally by notifying the Licensee of such changes no later than five (5) days before the expiration date of the reporting period that is established for the Service, during which the Licensee used the Service at the previous cost of the Licensor.

By continuing to use the Service after the entry into force of these changes, the Licensee confirms his agreement with such changes.

5.1.6. to use the name and trademarks of the Licensee to designate the Licensee as its client in advertising and any other materials, in the list of clients on the website, as well as at conferences, when preparing commercial offers and during negotiations with partners, subject to the consent of the Licensee;

5.1.7. to suspend the provision of the Service without prior notice to the Licensee if it is necessary to carry out preventive maintenance (during off-peak hours), in the event of force majeure, as well as accidents or failures in the software and hardware systems of third parties cooperating with the Licensor, or actions of third parties, aimed at suspending or terminating the operation of the Service.

5.2. The Licensor undertakes:

5.2.1. to pay remuneration independently and at its own expense (if provided for by applicable law or agreement of the parties) to the authors of the Service, other copyright holders, as well as assignees of the above persons.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. All objects available when using the Service, including: design elements, text, graphics, illustrations, videos, audio files (audio works) and any other objects (hereinafter – the Content of the Service) are objects of the exclusive rights of the Licensor or other copyright holders, but with respect to which the Licensor has obtained appropriate and sufficient rights to enter into and execute the Terms.

6.2. The use by the Licensee of elements of the Content of the Service for personal non-commercial use is allowed provided that all signs of copyright protection, related rights, trademarks, other notices of authorship are preserved, the name (or pseudonym) of the author / title of the copyright holder is preserved unchanged, the corresponding object is preserved unchanged.

6.3. The Licensor grants the Licensee the right to use the Service, in connection with which the Licensee is obliged:

• refrain from any actions that violate the rights of the Licensor or third parties to the results of intellectual activity, in particular, do not copy, record, reproduce, distribute any results of the intellectual activity of the Licensor or third parties without written permission (unless such permission is expressly indicated in the Terms);
• immediately notify the Licensor of any known facts of violation of the exclusive rights of the Licensor or third parties.

6.4. The Terms do not provide for the assignment by the Licensor to the Licensee of any exclusive rights or the issuance of an exclusive license to any elements of the Content of the Service or the Service as a whole.

7. WARRANTY AND LIABILITY

7.1. The Parties warrant that they:

7.1.1. are not bound by any agreements that prevent the conclusion of the Terms and the fulfillment of obligations at the time of the conclusion of the Terms;

7.1.2. keep as confidential information all data of a technical, industrial and commercial nature (presented orally, visually or in writing) that were communicated to them or about which they became aware in another way in connection with the conclusion and execution of the Terms.

Among other things, the confidential information of the Licensor includes information regarding the algorithms and operation of the Services, their interfaces and constituent components;

7.1.3. perform their duties in accordance with the Terms in good faith.

7.2. The Licensee warrants that:

7.2.1. in cases where third parties present any claims or complaints against the Licensor for violation of intellectual property rights related to the violation by the Licensee of the terms of the Terms or applicable law, the settlement of these claims on their own and at their own expense, in ways that exclude incurring losses on the part of the Licensor, and in the event infliction of losses to the Licensor - compensation for the incurred losses in full within five (5) business days from the date of receipt of the relevant request from the Licensor;

7.2.2. in the event that a lawsuit is brought against the Licensor in connection with a violation by the Licensee of the Terms or applicable law, send the Licensee a notice of receipt of such a claim, and in the event of a settlement agreement or a court decision against the Licensor to recover funds from the latter, reimburse the Licensor for losses in full, including all documented legal costs, no later than five (5) business days from the date of receipt of the Licensor's request, with documented expenses attached.

7.3. The Licensor warrants that:

7.3.1. the Services provided by it comply with the legislation on the protection of the results of intellectual activity;

7.3.2. has all the rights and permissions necessary to grant the Licensee the right to use the Services;

7.3.3. provide the Licensee with reliable and accurate information regarding the name of the Service, its constituent elements, their authors, as well as other information related to the subject of the Terms;

7.3.4. will refrain from any actions that could hinder the Licensee from exercising the right to use the Service granted to him.

7.5. In the event of force majeure circumstances, the terms for the fulfillment of obligations by the Parties under the Terms are extended in proportion to the time during which such circumstances are in force. The occurrence of such circumstances must be confirmed by the relevant competent authorities.

8. MISCELLANEOUS

8.1. Validity: The Terms come into force from the moment of acceptance by the Licensee performing the actions provided for in clause 3.1., and will remain in effect until (1) termination of the Terms; or (2) expiration of the exclusive right to the Service, whichever occurs first.

8.2. Termination: The Terms may be terminated early by the Licensee by sending a notice to the Licensor email support@ds.tovie.ai no later than five (5) business days before the end of the current reporting period in respect of the last Service used by the Licensee. In such event, the Terms shall be deemed terminated at the end of such reporting period in which the notice was received by the Licensor. If the Licensee notifies the Licensee in violation of the specified period, the Terms shall be deemed terminated at the end of the reporting period following the current one.

The Terms shall be considered automatically terminated if the Licensee has not made any payments during the last six (6) months and has not performed any actions using the Service.

The Licensor has the right to terminate the Terms by notifying the Licensee if the Licensee violates applicable law, the rights of third parties, or the provisions of the Terms. In this case, the Licensee's access to the Service is terminated without the right to restore, and the Licensee's re-registration under other credentials is prohibited.

8.3. No waiver: Licensor's failure to exercise or enforce any right or provision of the Terms shall not operate as a waiver of such right or provision.

8.4. Written contract: The Licensor reserves the right to require the Licensee to conclude a written contract in the form of a single document in the form of the Licensor. In case of non-fulfillment of the specified requirement, the Licensor has the right to immediately terminate the Terms.

8.5. Governing Law: These Terms and use of the Services are governed by and constructed in accordance with the laws of England and Wales.

8.6. Dispute Resolution: All disputes arising out of or in connection with these Terms, including without limitation your access or use of the Services will be referred to and finally resolved by arbitration under the rules of LCIA. The case will be adjudicated by a single arbitrator in accordance with its applicable rules. Each party will cover its own fees and costs associated with the arbitration proceedings. The place of arbitration will be London, England. The language of the arbitration will be English.

8.7. Severability: If any provision of the Terms is determined to be unenforceable or void by a court of competent jurisdiction, that provision will be severed from the Terms and shall not affect other terms that will remain in full force and effect.

8.8. Changes: The Terms may be changed and/or supplemented by the Licensor unilaterally at any time. At the same time, continued use of the Service after making changes and / or additions to the Terms means the Licensee's consent to such changes and / or additions, in connection with which the Licensee undertakes to regularly monitor changes that are posted on the Internet at: https://tovie.ai/eng/docs/tos.pdf

8.9. Contact: If You have any questions about the Terms, You could write a letter at email support@ds.tovie.ai.