Terms of Use

2.1. License

Subject to the terms and conditions of these Terms, Langware hereby grants to Customer a non-exclusive, non-transferable, limited license during the term of these Terms to integrate the SaaS Services into Customer’s Services for use by Customer’s End Users.

2.2. No Reverse Engineering

Customer shall not reverse engineer, de-compile, disassemble or otherwise derive the SaaS Services nor shall Customer use any mechanical, electronic or other method to trace, de-compile, disassemble, or identify the source code of the SaaS Services or encourage others to do so.

2.3. Ownership

Langware and its suppliers and licensors shall retain all right, title and interest (including, without limitation, patents, copyrights, trade secrets and other intellectual property rights) in and to the SaaS Services. In addition, if Customer acquires first-hand knowledge of unauthorized reproduction of the SaaS Services, Customer shall use commercially reasonable efforts to provide prompt notice to Langware.

3.1. Prices

Customer shall pay Langware the fees for the SaaS Services and Support Services as provided in the Subscription Plan (the “Fees”). The Fees are exclusive of any tariffs, customs, VAT or duties that may be applicable. When Langware has the legal obligation to collect such tariffs, customs, VAT or duties, the appropriate amount shall be added to Customer’s invoice and paid by Customer. Fees do not include any applicable national, regional, and local excise, sales, use, withholding or similar taxes.

3.2. Payment Terms

Customer shall pay Langware the Fees invoiced as set forth in the Subscription Plan. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law.

3.3. Records; Audit

For a period of three (3) years from the date of invoice, Customer shall maintain commercially reasonable records of the SaaS Services and related Support Services provided by Customer hereunder. If provided reasonable notice, and subject to Customer’s reasonable confidentiality requirements, Customer shall permit an auditor to inspect such records to verify compliance with these Terms. Any such inspection and audit shall be conducted during regular business hours and in such a manner as not to interfere with the business activities of Customer. Customer shall pay to Langware any undisputed underpayments revealed by such inspection or audit, including any interest due for such late payment. Any such inspection or audit shall be performed at Langware’s expense, unless the audit reveals that Customer has underpaid the amounts owed to Langware by ten percent (10%) or more, in which case Customer will reimburse Langware for all costs and expenses incurred by Langware in connection with such audit.

6.1. Trademarks

Subject to these Terms, Langware grants Customer a non-exclusive, non-transferable, limited license to use Langware’s trademarks identified in its then-current published trademark usage guidelines (“Trademarks”) solely in connection with the marketing, distribution, and provisioning of the SaaS Services as integrated into Customer’s Services.

6.2. Attribution

Customer shall (i) include the phrase “Powered by Langware” in a prominent and legible location on each screen or user interface where the SaaS Services are displayed or used by End Users; (ii) not modify, obscure, or remove such attribution; and (iii) ensure that the attribution complies with Langware’s trademark usage policies, as may be updated from time to time.

6.3. Ownership

No patent, trademark, copyright or other proprietary notice incorporated in, marked on, or fixed to any SaaS Services or Documentation by Langware shall be removed, altered or obliterated by Customer. All goodwill and reputation which accrues to any Trademarks during Customer’s business in connection with the SaaS Services shall automatically vest in Langware without any separate or additional consideration of any kind to Customer. Customer shall not adopt, use, register, make application or attempt to register (whether such registration is for a trade mark, trade name, corporate or business name, a domain name or otherwise) any acronym, Trademark, trade names or other marketing name of Langware or any confusingly similar mark, uniform resource locator (URL), Internet domain name, or symbol.

7.1. Authority

Each party represents and warrants to the other party that it has the power and authority to enter into these Terms. The individual accepting these Terms on behalf of Customer represents and warrants that they are duly authorized to bind the Customer to these Terms and that such acceptance constitutes a valid and binding obligation of Customer. Langware shall be entitled to rely on such acceptance as duly authorized, and Customer shall remain bound regardless of any internal authorization defects.

7.2. Warranty Disclaimer

EXCEPT AS PROVIDED HEREIN, LANGWARE HEREBY DISCLAIMS ANY WARRANTIES ON THE SAAS SERVICES AND SUPPORT SERVICES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.1. Term

These Terms shall commence on the Effective Date and shall continue in force for the term set forth in the Subscription Plan, and if no such term appears, for a period of one (1) year. Thereafter, the Subscription shall automatically renew, as set forth in Section 8.2.

8.2. Automatic Renewal

To ensure continuity of the SaaS Services, each Subscription Plan includes automatic renewal terms. Langware will automatically renew the Subscription based on the chosen Subscription Term and Plan. Each renewal period shall match the previous Subscription Term unless otherwise agreed. Cancellation of the Subscription Plan, access to and use of the SaaS Services will end when the current Subscription Term expires.

8.3. Termination for Convenience

Langware may terminate Customer’s Subscription Plan at any time, for any reason or no reason, upon prior written notice to the other party.

8.4. Termination for Cause

Either party may, by written notice to the other party, terminate the Subscription Plan with thirty (30) day notice if any of the following events occur:

• The other party is in material breach of any term, condition or provision of these Terms and the non-breaching party gives the breaching party written notice of such breach; or
• The other party: (i) terminates or suspends its business; (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding.

8.5. Effect of Termination

• Upon termination or expiration of the Subscription Plan, Customer’s license rights to the SaaS Services shall terminate.
• The provisions of Sections 1, 2.2, 2.3, 3.3, 5, 6, 8.4, 9, 10, 11, 12 and 13 shall survive expiration or termination of these Terms and the Subscription Plan as well as any provisions that by their nature must survive termination.

9.1. Confidential Information

The term “Confidential Information” may also include oral information disclosed by one party to the other in the course of performing its obligations under these Terms, provided that such information is designated as confidential at the time of disclosure and is reduced to writing by the disclosing party within a reasonable time (not to exceed thirty (30) days) after its oral disclosure, and such writing is marked in a manner to indicate its confidential nature and delivered to the receiving party. All pricing information and technical product roadmaps disclosed in connection with these Terms, including these Terms, are Confidential Information, whether or not reduced to writing or marked confidential.

9.2. Confidentiality

Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under these Terms, and shall not disclose such Confidential Information to any third party for a period of three (3) years following the date of disclosure. Without limiting the foregoing, each of the parties shall use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance, to prevent the disclosure of Confidential Information of the other party.

9.3. Exceptions

Confidential Information excludes information that: (a) was in the public domain at the time it was disclosed or has become in the public domain through no fault of the receiving party; (b) was known to the receiving party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (c) is disclosed by the receiving party with the prior written approval of the disclosing party; (d) was independently developed by the receiving party without reference to the Confidential Information of the disclosing party; (e) becomes known to the receiving party, without restriction, not arising from any breach of a confidentiality obligation, from a source other than the disclosing party; or (f) is disclosed generally to third parties by the disclosing party without restrictions similar to those contained in this section. The receiving party may disclose the other party’s Confidential Information to the extent such disclosure is required by order or requirement of a court, administrative agency, or other governmental body, but only if the receiving party provides prompt notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.

10.1. Privacy Policy

Customer expressly acknowledges and agrees that Langware collects and processes data in connection with the SaaS Services, including personal data relating to Customer and its End Users, in accordance with Langware’s Privacy Policy. By accepting these Terms, Customer expressly consents to the terms of the Privacy Policy, as updated from time to time.

10.2. End User Consent

Customer shall be solely responsible for ensuring that all End Users of the SaaS Services: (i) are provided with clear and legally sufficient notice regarding Langware’s Privacy Policy and the collection and use of personal data and for obtaining all required consents from End Users for such data processing (ii) accept Langware’s End User license agreement and Privacy Policy. Customer shall not modify, obscure, or remove any disclosure, notice, or consent mechanism provided by Langware in connection with the SaaS Services.

10.3. Security Measures

Langware shall implement and maintain commercially reasonable technical and organizational measures designed to protect data collected through the SaaS Services against unauthorized access, loss, or disclosure.