When you click the box accepting these Terms or sign an order form accepting these terms, you are actively consenting to these Terms on behalf of yourself and/or your employer. If you access the platform or API without clicking through, by installing or using the platform or API you are agreeing to these Terms. By clicking the “I accept the terms and conditions of this Agreement” button or signing the order form, you acknowledge: (a) that you have read and understood this Agreement; and (b) that this Agreement has the same force and effect as an agreement signed with original signatures. If you do not click on the “I accept the terms and conditions of this Agreement” button or sign an order form, you will not be able to access the platform and API or be entitled to receive such access.
You warrant that you have full authority to accept and perform this Agreement.
1. WHAT THIS AGREEMENT COVERS
This Agreement applies to the platform, Zendesk app and API hosted by lang.ai and accessible by you through the Internet subject and pursuant to the terms of this Agreement, as well as all Distributable Code, Documentation, Example Code and any other components relating to your use thereof (as further defined below, the “Platform”). It also applies to any Updates for the platform, unless other terms accompany those items. If so, those terms apply.
The following capitalized terms shall have the meanings set forth next to them when used in this Agreement.
- "Platform" means the user interfaces offered by Lang.ai (including but not limited to app.lang.ai and app.klosedai.com) for text understanding and/ or search, our models built from machine learning technologies, our connection to Zendesk and other tools to gather data and any associated documentation and Suggestions.
- "Distributable Code” which is the core binary code that you are permitted to distribute AS IS, without any configuration or modification, solely in your Applications;
- "Documentation” which is the tutorial graphics, and electronic and print documentation explaining the “how to” of developing your Application so it is compatible with the platform and API;
- "Example Code” which is the source code examples of how to develop your Application and headers and interfaces to the Distributable Code that can be used to enable the Applications to be compatible with the platform and API; and any and all other components included on or accessed through the lang.ai helpdesk and Developer Portal and all updates to any of the foregoing.
- “Application” means the software program(s) which (i) is designed, developed, and tested by you to be compatible with the platform and API, (ii) may contain Distributable Code and derivative code based on examples and platform and APIs provided by us through the Example Code, (iii) is branded under your own trademark and brand, and (iv) complies with the terms and conditions of this Agreement, including the Application Requirements. Application includes all bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of such software programs or mobile apps.
- “Application Requirements” means the requirements specified by lang.ai from time to time, including without limitation the terms set forth in Section 3(c), from time to time.
- “Services” means any service to be performed by one of our employees or partners in connection with your Use of the platform and API.
- “Term” means the period for which this Agreement is enforceable and starts on the date you accept it or first use the platform and API, whichever is sooner, until terminated by either you or lang.ai.
- "Use” means: (i) for the platform and API, to embed such platform and API in your Applications in order to evaluate lang.ai’s technology accessed and used through the platform and API; (ii) for the Distributable Code, to copy such code, and include and distribute such copies solely in Applications; provided that, during the Evaluation Period, such distribution is solely internal for your evaluation of the platform and API only. For clarity, Distributable Code may not be modified; (iii) for the Example Code, to copy, modify, and distribute the Example Code and modifications thereof solely in Applications; and/or (iv) for the Documentation, to copy the Documentation solely as necessary for your Use of the rest of the platform and API as permitted herein.
3. LICENSE GRANT; RESTRICTIONS ON USE.
A. License Grant.
The platform is licensed not sold to you. Subject to the terms and conditions of this Agreement, lang.ai hereby grants you a nonexclusive, nontransferable, terminable, revocable, non-sublicensable and limited license to Use the platform and API, without modification, during the Term, solely for the purpose of developing Applications. Any use not specified in this Agreement is expressly prohibited. Note that the Distributable Code may be binary watermarked through the use of an API key to track use. You agree that we or our designee may use such keys to ensure your compliance with this Agreement. At all times during your Use of the platform and API, you hereby agree to maintain an internet connection through which lang.ai can monitor your use of the platform and APIs contained in the platform and API for compliance herewith.
B. Restrictions on Use.
All rights not granted in this Agreement are reserved to lang.ai. Without limiting the generality of the foregoing, you shall not, and you shall not cause or permit anyone to:
- copy, duplicate or otherwise reproduce the platform and API, in whole or in part, except as expressly permitted in subsection (C);
- modify or create derivative works of the platform and API except as expressly permitted herein;
- work around any technical limitations in the platform and API, or interfere with or compromise the system integrity or security, or decipher any transmissions to or from our servers, or take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
- reverse engineer, disassemble, decompile or otherwise manipulate the platform and API, in whole or in part, to obtain the source code to any parts of the platform and API not otherwise provided by us in source code format (unless required by law for interoperability);
- loan, lease, sell, sublicense, resell, distribute, assign or otherwise transfer, pledge, mortgage, or otherwise encumber the platform and API, in whole or in part, to any third party including an assignment by operation of law, except for the distribution of Applications as expressly permitted herein;
- use the platform and API, in whole or in part, on a service bureau or timesharing basis or application service provider basis or for the benefit of any third parties;
- remove, obscure or alter any patent, copyright, trademark or other proprietary rights notice(s) on the platform and API or its components;
- except with lang.ai’s express written consent, use lang.ai’s trademarks, including without limitation lang.ai, in your Applications’ names or in a way that suggests your Applications come from or are endorsed by lang.ai;
- use any component of the platform and API to design or create any software program, hardware or system or content, in whole or in part, with features or functions similar to the features or functions of any of the platform and API;
- include any part of the platform and API in, or use the platform and API or any Applications for, any programs designed or intended for a high risk use;
- use the platform and API, in whole or in part, for development of, or distribution in, any malicious, deceptive, defamatory, otherwise tortious or unlawful programs, or to gather personally identifiable information;
- use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., in connection with the platform and API, in a manner that sends more request messages to the lang.ai servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; and
- send or store viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs in connection with use of the platform and API, in whole or in part, or the Applications, or which could damage, destroy, or adversely affect other software, firmware, hardware, data, systems, services, or networks. You shall take no action that may compromise lang.ai’s personal or intellectual property rights, but instead shall take all reasonable actions required to safeguard such rights.
C. Application Requirements.
All Applications must comply with the following criteria and requirements, as may be modified by lang.ai from time to time:
- You agree to comply with all of the terms and conditions of this Agreement with respect to all Applications.
- You are solely responsible for all costs and expenses associated with developing the Applications and their future use, including any legal claims arising out of any person or entity’s use of such Application.
- You agree that your development, marketing, sales, and distribution of your Applications shall be in compliance with all applicable laws, rules, regulations, and any generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries and all applicable privacy and data collection laws and regulations) (“Applicable Laws”). To the extent required by law, you are solely responsible for obtaining or filing any approval, clearance, registration, permit, or other regulatory authorization and shall comply with the requirements of such authorization.
- The platform and API utilizes complex software technology that may not always function as intended. If you choose to use the platform and API, you assume all risk that your use of your Applications, the platform and API causes any harm or loss, including to the end users of your Applications, and you hereby agree to waive all claims against lang.ai and its affiliates related to such use (including without limitation any claim that the platform and API, or any component thereof, is defective) and to indemnify and hold lang.ai and its licensors harmless from and against such claims and any and all losses, liabilities, damages, settlements, judgments, taxes, penalties, fines, fees, and other expenses (including attorney and expert fees and court costs) relating thereto.
D. Confidential Information.
The platform and API and any other information and materials provided by lang.ai or its licensors to you under this Agreement, as well as any information relating to the platform and API, including without limitation any errors or bugs discovered in the platform and API, all Suggestions, the terms and conditions of this Agreement, your relationship with lang.ai, and all issues and information regarding the operation of the platform and API, are the confidential and proprietary information (“Confidential Information”) of lang.ai and its licensors. You shall and, if applicable, you shall ensure that your personnel shall: (i) protect and safeguard the confidentiality of all such Confidential Information in strict confidence with at least the same degree of care as you would protect your own sensitive information, but in no event with less than a reasonable degree of care; (ii) not use lang.ai’s Confidential Information, or permit it to be accessed or used, for any purpose other than the Use or otherwise in any manner to lang.ai’s detriment; (iii) not disclose, make available or permit others to make available, any Confidential Information to any person or entity, except to your personnel who (A) need to know the Confidential Information to assist you, or act on your behalf, in relation to the Use, (B) are informed in writing by you of the confidential nature of the Confidential Information, and (C) are subject to written confidentiality duties or obligations to you that are no less restrictive than the terms and conditions of this Agreement; (iv) immediately notify lang.ai of any unauthorized use or disclosure of Confidential Information or other breaches of this Agreement by you or your personnel of which you have knowledge; (v) fully cooperate with lang.ai in any effort undertaken by lang.ai to enforce its rights related to any such unauthorized use or disclosure; (vi) be responsible for any breach of this Agreement caused by any of your personnel; and (vii) not file a patent application or provoke interference with any patent application which lang.ai has filed or will file or amend any claim in any pending patent application to expand the claim to read on, cover or dominate any invention (whether or not patentable) disclosed or suggested in Confidential Information. Without limiting in any way the foregoing, you may also be subject to other confidentiality obligations set forth in a written confidentiality or nondisclosure agreement between you and lang.ai. Except as required by applicable federal, state or local law or regulation, the term “Confidential Information” as used in this Agreement shall not include information that: (a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Agreement or act or omission by you or any of your representatives; (b) at the time of disclosure is, or thereafter becomes, available to you on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information to you by any legal, fiduciary, or contractual obligation; (c) was known by you or in your possession, as established by documentary evidence, prior to being disclosed by or on behalf of lang.ai pursuant to this Agreement without breach of any obligation; or (d) was or is independently developed by you, as established by documentary evidence, without reference to or use of, in whole or in part, any of lang.ai’s Confidential Information.
E. Compliance with Law.
You shall not, nor shall you permit third parties to, access or cause to be accessed the platform and API in any country prohibited by the United States Export Administration Act and the regulations thereunder or otherwise use the platform and API, in whole or in part, in violation of Applicable Laws or for any unlawful purpose. Further, you shall indemnify and hold lang.ai and its licensors harmless from and against any and all claims, losses, liabilities, damages, settlements, judgments, taxes, penalties, fines, fees, and other expenses (including attorney and expert fees and court costs) arising out of any claim that the platform and API, or any portion thereof, was exported or otherwise shipped, transported, accessed, or used by or through you in violation of Applicable Laws or used for unlawful purposes.
F. Third Party Software.
Certain third party software may be included with the platform and API and is subject to additional terms and conditions imposed by lang.ai’s third party licensor(s), and this Agreement in no way supplements or detracts from any term or conditions of such third party license agreements, which may impose additional limitations on your use of the platform and API. You hereby agree to any such terms and conditions, which are incorporated by reference into this Agreement. By accepting this Agreement, you are also accepting the additional terms and conditions, if any, set forth therein upon distribution of Updates. You are responsible for regularly reviewing the third party terms and conditions to determine the status of, and for complying with, all third party software license terms and conditions.
4. ACCESS CREDENTIALS.
You agree that you are solely responsible for maintaining the confidentiality of any access credentials (such as username and passwords) that may be issued to you by lang.ai or which you may choose yourself and that you will be solely responsible for all Applications that are developed under your access credentials.
5. SOFTWARE DEFECT REPORTING.
If you find software defects in the platform and API or its components, you agree to report them to email@example.com. lang.ai will evaluate and, at its sole discretion, may address them in a future Update. lang.ai shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use or incorporate any material, information, ideas, concepts, know-how, techniques, code, models feedback or other communication you transmit to us by any means (“Suggestions”). lang.ai shall have no obligations with respect to Suggestions. lang.ai and lang.ai’s designees will be free to copy, disclose, distribute, incorporate and otherwise use Suggestions and all data, images, sounds, text, and other things embodied therein for any and all commercial and noncommercial purposes.
You understand and agree that lang.ai may amend, modify, change, and cease distribution or production of the platform and API at any time. You understand that lang.ai is not obligated to provide you with upgrades, updates, or future versions of the platform and API (“Updates”) under this Agreement. However, if lang.ai does provide you with any Updates, you agree that in all circumstances you shall promptly implement and integrate the Updates into your Applications upon your receipt of notice of the Update from lang.ai. All Updates shall be subject to the terms and conditions of this Agreement or such agreement, if any, which accompanies such Updates. You shall routinely update your contact information provided to lang.ai upon registration in order to be eligible to receive Updates. You hereby agree and acknowledge that failure to implement and integrate the Updates may cause your Applications to lose complete or partial functionality with the platform and API, and you are entirely responsible for implementing and integrating the Updates. You shall indemnify and hold lang.ai and its licensors harmless from and against any and all claims, losses, liabilities, damages, settlements, judgments, taxes, penalties, fines, fees, and other expenses (including attorney and expert fees and court costs) arising out of or resulting from loss of your Applications’ functionality due to your failure to implement and integrate Updates and update your Application with respect thereto.
All right, title and interest in and to the platform and API and its components, including ownership of all intellectual property rights therein and thereto, shall remain at all times in lang.ai and its licensors. the platform and API is protected by copyright law and international treaty provisions. At any time during your, your personnel or your end user’s use of the platform and API, lang.ai may collect data resulting from such use, and shall, and hereby does, own any such data collected and processed by lang.ai resulting from such use, and may use such data on a de-identified, aggregated basis, for any purposes lang.ai deems fit, solely to the extent necessary to provide the Lang.ai Service and
related services. If such data is not capable of being owned pursuant to applicable law, then you hereby grant to lang.ai a worldwide, perpetual, irrevocable, royalty-free, fully sub-licenseable and non-exclusive right and license to use, access, store, copy, download, print, sell, perform, display, execute, reproduce and modify (including to create improvements and derivative works of), distribute, and otherwise use and exploit such data on a de-identified, aggregated basis for any purpose lang.ai deems fit, solely to the extent necessary to provide the Lang.ai Service and related services. However, Lang will never use the data to train AI models for other customers. If you provide us with any feedback, contribution to or ideas about your Use and/or access, you acknowledge that we own all right, title and interest to such feedback, contributions and/or ideas.
This Agreement shall automatically terminate if you fail to comply with any of the terms or conditions of this Agreement, and, if curable, such failure remains uncured for a period of 15 days after written notice from lang.ai. This Agreement shall also automatically terminate upon the expiration of the Term, but your obligations hereunder shall survive any termination or expiration until your use of the platform and API ends. A breach of Section 3 (License Grant; Restrictions on Use) is deemed an incurable breach. If you are signed up for the free pricing plan, lang.ai may terminate the license or this Agreement at any time. Upon any termination of a license or this Agreement, you must: (a) cease all use of the platform and API; (b) destroy any and all components of the platform and API or other Confidential Information remaining on your system, in whole or in part, in all forms and formats; and (c) provide lang.ai with written certification that all copies of the platform and API and the Confidential Information, whether partial or complete, have been destroyed. The obligations of confidentiality, non-use and non-disclosure in Section 3(b) shall survive expiration or termination of this Agreement for any reason. Additionally, the provisions of Sections 2, 3(B), 3(C), 5, the license in 7, indemnification obligations in 3(C), 3(E), 6 and 13, and 7 through 17 (including this Section 9) shall survive the expiration or termination of this Agreement for any reason.
9. lang.ai DISCLAIMER.
THE PLATFORM AND API IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND “WITH ALL FAULTS,” WITHOUT ANY TECHNICAL SUPPORT OR WARRANTY OF ANY KIND FROM lang.ai. YOU ASSUME ALL RISKS THAT THE PLATFORM AND API IS SUITABLE OR ACCURATE FOR YOUR NEEDS AND YOUR USE OF THE PLATFORM AND API IS AT YOUR OWN DISCRETION AND RISK. lang.ai AND ITS LICENSORS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES FOR THE PLATFORM AND API INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE AND QUIET ENJOYMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. lang.ai DOES NOT WARRANT THAT THE PLATFORM AND API IS VIRUS FREE OR ERROR FREE, THAT ITS USE WILL BE UNINTERRUPTED, THAT ITS USE WILL NOT BE REPLACED, THAT USE OF THE PLATFORM AND API WILL ENSURE FUNCTIONALITY OF YOUR APPLICATIONS AFTER FUTURE UPDATES ARE MADE AVAILABLE, OR THAT THE INFORMATION CONTAINED IN THE PLATFORM AND API IS CORRECT OR WILL MEET YOUR REQUIREMENTS.
10. Security Commitments
Lang.ai designs its processes and procedures related to the system to meet its objectives for its services. Those objectives are based on the service commitments that Lang.ai makes to user entities, the laws and regulations that govern the provision of its services, and the financial, operational, and compliance requirements that Lang.ai has established for the services. The services of Lang.ai are subject to the security and privacy requirements of the Health Insurance Portability and Accountability Act Administrative Simplification, as amended, including relevant regulations, as well as state privacy security laws and regulations in the jurisdictions in which Lang.ai operates.
Lang.ai security commitments are standardized and include, but are not limited to, the following:
- Security principles within the fundamental designs of the system that are designed to permit system users to access the information they need based on their role in the system while restricting them from accessing information not needed for their role.
- Use of administrative and technical measures in accordance with applicable industry practices to protect the system and prevent the accidental loss or unauthorized access, use, alteration or disclosure of customer data under its control during each order term.
- Use of encryption technologies to protect customer data both at rest and in transit
- Access to environments that contain customer data requires a series of authentication and authorization controls, including multi-factor authentication (MFA).
- Monitoring of critical infrastructure for security-related events by using a custom implementation of open source and commercial technologies.
11. EXCLUSIVE REMEDY.
If you are dissatisfied with the platform and API (including without limitation this Agreement), your sole and exclusive remedy is to terminate your use of the platform and API and this Agreement in accordance with Section 8 hereof.
12. LIMITATION OF LIABILITY.
IN NO EVENT SHALL lang.ai OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, TREBLE OR PUNITIVE DAMAGES OR OTHER SIMILAR DAMAGES (SUCH AS LOST PROFITS, LOSS OF USE OR REVENUE, DATA CORRUPTION, COSTS OF DATA RECONSTRUCTION, BUSINESS INTERRUPTION OR LOSS OF DATA) IN CONNECTION WITH THIS AGREEMENT OR USE OR PERFORMANCE OF THE PLATFORM AND API. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL lang.ai HAVE ANY LIABILITY FOR OR ARISING OUT OF ANY DERIVATIVE WORKS OF THE PLATFORM AND API OR ITS COMPONENTS, INCLUDING YOUR APPLICATIONS.
- IN NO EVENT SHALL lang.ai OR ITS LICENSORS BE LIABLE TO YOU UNDER THIS AGREEMENT IN AN AMOUNT THAT EXCEEDS THE GREATER OF (i) US $10.00 AND (ii) THE FEES ACTUALLY PAID BY YOU FOR THE 12 MONTHS IMMEDIATELY PRECEDING YOUR AGGREGATED CLAIM(S).
- THE FOREGOING APPLY WHETHER THE CLAIM IS BASED UPON CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY) OR ANY OTHER THEORIES OF LIABILITY AND WHETHER OR NOT lang.ai HAD ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY PROVISION CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND lang.ai WOULD NOT LICENSE the platform and API TO YOU WITHOUT SUCH LIMITATION. Any claims relating to the use of the platform and API or this Agreement must be brought within one year from the date the cause of action(s) arose. Claims brought after such period are VOID.
13. YOUR REPRESENTATIONS AND WARRANTIES.
You represent and warrant that: (a) the performance of your obligations herein does not and will not violate any other contract or obligation to which you are a party, including covenants not to compete and confidentiality agreements; and (b) you have implemented and will continue to maintain sufficient information security protocols to secure and protect the confidentiality of all Confidential Information.
14. PROMOTIONAL LICENSE.
You hereby grant lang.ai a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to use your user name, company name, company logo, and any comments you make publicly or privately for promotional purposes (such as on our websites, or on a third-party site) about your Use or the provision of Services to you.
15. YOUR INDEMNIFICATION OBLIGATION.
You shall indemnify and hold lang.ai and its licensors harmless from and against any and all claims, losses, liabilities, damages, settlements, judgments, taxes, penalties, fines, fees, and other expenses (including attorney and expert fees and court costs) arising out of or resulting from your (including through you) (a) use of the platform and API, except to the extent any such claim, loss or liability arises out of or results from any gross negligence or intentional misconduct on the part of lang.ai, (b) misuse of the platform and API, (c) breach of this Agreement, or (d) Applications.
16. U.S. GOVERNMENT RESTRICTED RIGHTS.
The platform and API is Commercial Computer Software, and was developed solely at private expense. Use, modification, reproduction, release, performance, display, or disclosure by the U.S. Government is subject to restrictions as set forth in Commercial Computer SDK -- Restricted Rights clause at FAR 52.227-19, subsections (c)(1) and (2), as proscribed by FAR 27.405(b)(2), or the restrictions set forth in this license agreement pursuant to DFAR 227.7202-3(a), whichever is applicable. Copyright, lang.ai 2013-2014. Partially unpublished - rights reserved under the Copyright Laws of the United States.
Any notice permitted or required to be given under this Agreement shall be deemed sufficient if given by registered or certified mail, postage prepaid, return receipt requested, by private courier service or by facsimile addressed to you at the notice address provided by you during registration, and/or to lang.ai at Calle Ferraz 55, 5A, Madrid, Spain, or to such other address as the parties may designate by like notice from time to time. lang.ai may also send you notice via the email address provided on your account, which shall be your verified email address. A notice so given shall be effective upon: (a) receipt by the party to which the notice is given; (b) the fifth day following domestic mailing or the tenth day following international mailing, whichever occurs first; or (c) the second day after an email is sent to a verified email address.
18. GOVERNING LAW AND DISPUTE RESOLUTION.
This Agreement is to be governed by and construed under the laws of the State of California, USA without reference to conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. Any disagreement or dispute arising out of or relating to this Agreement, or the breach thereof, which the parties are unable to resolve after good faith negotiations, shall be submitted first to the upper management level of the parties. The parties, through their upper management level representatives shall meet within 30 days of the dispute being referred to them and if the parties are unable to resolve such disagreement or dispute within 30 days of meeting, except to the extent specifically prohibited by applicable law in your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration to be conducted in San Francisco, California, USA in accordance with the Commercial Rules of the American Arbitration Association (“Rules”) and shall be heard by one arbitrator appointed in accordance with the Rules and to be mutually agreed to by the parties. If the parties fail to mutually agree upon an arbitrator within 30 days of submitting the dispute to arbitration, the American Arbitration Association shall appoint the arbitrator. The loser shall bear the costs associated with the arbitration proceedings. No dispute between the parties, or involving any person but you, may be joined or combined together, without the prior written consent of lang.ai. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, any breach of this Agreement could cause lang.ai irreparable harm and you agree that lang.ai has the right to institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a court of law for claims or disputes regarding your violation or threatened violation of this Agreement. Further, notwithstanding the foregoing dispute resolution provision, lang.ai may terminate this Agreement at any time in accordance with the termination provisions of this Agreement. You irrevocably waive any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent to the jurisdiction of the courts located in San Francisco, California, USA for any such claims arising from or related to this Agreement. The parties specifically agree that, in the event that there is a dispute under this Agreement no such dispute shall be resolved by jury trial. THE PARTIES HERETO WAIVE ALL RIGHTS TO A JURY TRIAL FOR ANY DISPUTES ARISING UNDER THIS AGREEMENT, INCLUDING DISPUTES AS TO WHETHER ATTORNEY’S FEES OR OTHER DAMAGES ARE DUE HEREUNDER. Unless, and only to the extent, prohibited by law in your jurisdiction, any and all disagreements, disputes, mediation, arbitration or litigation relating to this Agreement shall be conducted in the English language, including without limitation any correspondence, discovery, submissions, filings, pleadings, oral pleadings and arguments, and orders or judgments.
19. GENERAL PROVISIONS.
If you and lang.ai have executed a separate written agreement specifically governing the platform and API, including payment terms for use of the platform and API, this Agreement does not affect such executed agreement. Except as indicated in the prior sentence, this Agreement constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof and supersedes and replaces any and all prior agreements, understandings, promises and representations, oral or written. Except as otherwise provided herein, this Agreement may only be amended or modified in a writing duly executed by representatives of both parties. This Agreement may not be assigned or transferred by you, including by operation of law or instances of change of control, except with lang.ai’s prior written consent. Any prohibited assignment shall be null and void. If any provision of this Agreement is found to be unenforceable or invalid by an arbitrator or a court of competent jurisdiction, such provision shall be interpreted so as to best accomplish the objectives of such provision and the remainder of this Agreement shall remain valid. No delay or failure of lang.ai to exercise any right under this Agreement, and no custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of lang.ai’s right to exercise such right or to demand strict compliance by you with any terms hereof. Waiver by lang.ai of any particular default of you shall not affect or impair lang.ai’s rights with respect to any subsequent default of the same, similar or a different nature. The parties hereto confirm that they have requested that this Agreement, all notices related hereto, and other related documents be drafted in English. All contract interpretations, notices and dispute resolutions shall be in English. Any amendment to this Agreement shall be in English. This Agreement may be executed in counterparts by electronic transmission, including via PDF.
Any questions or comments relating to your use of the platform and API may directed to us at firstname.lastname@example.org