1.1. Please read these Terms of Service, the Privacy Policy available at https://tolgee.io, and all other documents referred to herein (collectively, the “Terms “) carefully before you start using the Services. When you start using the Services or click to agree to the Terms of Services when this option is made available to you, you conclude an agreement on use of the Services with Us (the “Agreement”) which includes the Terms. If you do not agree
to the Terms, you must not access or use the Services.
1.2. Services can be provided for Cloud or Self-hosted version of Tolgee. If you use Cloud version, the Article 3.1 a), Article 6.6, Article 6.7 a) and Article 7.8 do not apply.
2. DEFINITIONS
2.1. Upper case pronouns “We”, “Us” and “Our” refer to Tolgee s.r.o., with registered office at Letovická 1421/22, Řečkovice, 621 00 Brno, ID number: 09968326, incorporated under the laws of the Czech Republic, registered at the Regional Court in Brno under file no. C 121574.
2.2. Pronouns “you” and “your” refer to you as a customer of Tolgee (the "Services") including any content and services offered through www.tolgee.io (the "Website"). If you are using the Services on behalf of a legal entity, then you, as an individual, represent that you have authority to bind that entity to the Agreement and “you” and “your” also refer to that entity.
2.3. ”Affiliate” of a person is any person that controls, is controlled by, or is under common control with, such person. The term “control” (“controlled by”) means the power to direct or cause direction of management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.
2.4. ”Authorized Users” are you, your employees, consultants, contractors, and agents whoare authorized by you to access or use the Services under the rights granted to youpursuant to the Agreement.
2.5. ”Documentation” are documents describing the features of the Service, requirements for its use, integration, configuration, support, or maintenance. Non-exhaustive list of documentation is available on the Website.
2.6. ”Resultant Data” are data related to your use of the Services that are used by Us in an aggregate and anonymized manner, including statistical and performance information related to operation of the Services.
2.7. ”Third-Party Materials” are materials, documents, data, products, services, or software that are not Ours, including open-source software.
2.8. ”Your Data” are data, instructions, materials, and other content that is provided by Authorized User, or that We receive by or through the Services. Your Data does not include Resultant Data.
2.9. ”Your Systems” means your information technology infrastructure, including computers, software, databases, and networks, whether operated directly by you or through the use of third-party services.
3. COMMISSIONING
3.1. Conditions. To commission the Service, We need you to:
Arrange all organizational conditions, HW and basic software necessary to operate the Services in accordance with Our recommendations set forth in the Documentation, and
Provide Us with assistance required by these Terms and any other assistance necessary to make the Services operational without undue delay, but no later than 5 days from request.
3.2. Commissioning. We will commission the Services in accordance with the Documentation by providing you with access details to use the Services. You may check that the Services has been commissioned correctly within 3 days from receiving the access details ("acceptance period"). Within the acceptance period, you must confirm that the Services has been commissioned correctly or report any detected defects. Once you confirm that the Services has been commissioned properly or if you do not report any defects within the acceptance period, this constitutes your acceptance of the proper commissioning of the Services. Further, acceptance of the proper commissioning of the Services occurs if you begin to use the Services beyond its testing.
3.3. Extra Work. If You request any modifications to the Services that are not specified in the Documentation (for example, implementing custom integration, implementing custom feature, this is a request for extra work. Upon receipt of such request, we will propose the terms and conditions for its delivery (in particular time, price, co-operation requirements, etc.). Unless we agree otherwise, negotiations on extra work shall not affect your obligation to accept the Services and pay the agreed price. If we agree on the terms and conditions, You will pay Us the price for extra work based on an invoice issued before with we start the extra works.
4. SERVICES
4.1. Use. Subject and conditioned on your and your Authorized Users’ compliance with the Agreement, We hereby grant you a non-exclusive, non-transferable right to use the Services during the term of the Agreement, solely for use by Authorized Users in
accordance with the Agreement. Such use is limited to your internal use.
4.2. Reservation of Rights. Nothing in the Agreement grants any license or other right to any intellectual property rights in or relating to the Service, or Third-Party Materials. All rights to the Services and the Third-Party Materials are and will remain with Us and the respective rights holders. You do not acquire any rights except as expressly set forth in Section 4.1 or in the applicable third-party license terms. By entering into the Agreement or, as the case may be, by creation of such data, you assign to Us all rights relating to the Resultant Data. We reserve the right to make changes to the Services that We deem necessary or useful to comply with applicable law, enhance the quality of Service, cost efficiency or performance.
4.3. Suspension or Termination. We may suspend, terminate, or otherwise deny your, Authorized User’s, or any other person’s access to or use of the Service, without incurring any resulting obligation or liability, if:
We receive a judicial or governmental request or order that requires Us to do so,
We believe that you or any Authorized User has failed to comply with the Agreement or used the Services beyond the scope of rights granted or for a purpose not authorized under the Agreement; or that you or Authorized User has been, or is likely to be involved in fraudulent or unlawful activities,
you do not pay the fees when due, or We receive a chargeback.
5. USE RESTRICTIONS
5.1. Use Restrictions. You may not, and may not permit any other person to, access or use the Services except as expressly permitted by the Agreement and, in case of Third-Party Materials, the applicable third-party license terms. You shall not in particular, but not exclusively:
copy, republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Service,
unless explicitly allowed by the relevant third-party license terms, modify, create compilations or derivative works of the Service, remove, or alter trademarks, Documentation, disclaimers, or notices from Services,
bypass or breach any security used by the Services or access or use the Services other than by an Authorized User through the use of its own then valid access credentials,
upload, transmit, or otherwise provide to or through the Service, any information or materials that are unsolicited advertisements or content (i.e., “spam"), unlawful or contain or activate any harmful code (software, hardware, or other technology, including malware, the purpose or effect of which is to permit unauthorized access to, disrupt or otherwise harm any computer, software, hardware, or network; or prevent any other customer or Authorized User from accessing or using the Service),
damage, disable, interfere with, or otherwise harm the Services, or Our provision of Service,
access or use the Services for purposes of competitive analysis of the Service, development, provision, or use of a competing service or product or any other purpose that is to Our commercial disadvantage,
access or use the Services in association with any safety-critical systems, or other systems in which the use or failure of the Services could lead to personal injury or physical or property damage, or
access or use the Services in manner or for purpose that infringes any intellectual property right or other right of any third party or that violates any applicable law.
5.2. Free version and open-source version. We may provide you with a free version of the Services. Provision of free version may be subject to limitations listed on the Website. Further, We can make the source codes of some of the Services (software) available to public under open-source licenses. You are allowed to use such software under the terms of the applicable open-source license, the rules of these Terms which are contrary to use allowed by open-source license do not apply (strictly to the open-source part of the software, of course). We are not liable for any defects in the Services or any damage caused by the use of the Services if you use the free or open-source version.
6. YOUR OBLIGATIONS
6.1. Cooperation. You shall at all times during the Agreement term:
maintain and operate Your Systems in accordance with the Documentation and Our recommendations,
provide Our personnel with such access to your premises and Your Systems as is necessary for Us to commission or provide the Service, and
provide all cooperation and assistance as We may reasonably request to enable Us to exercise Our rights and perform Our obligations under and in connection with the Agreement.
6.2. Delay. If You fail to provide Us with cooperation or fail to fulfil any other obligation under the Agreement, this constitutes an obstacle which prevents Us from performing Our obligations under the Agreement and entitles Us to suspend the performance of the Agreement. The duration of the obstacle for which We are unable to perform is calculated from the first day on which the obstacle occurs until the moment You inform Us of its
removal. The deadlines for performance of Our obligations under the Agreement are automatically extended by the duration of the obstacle and the time necessary to restore continuity of Our performance to You.
6.3. Corrective Action. If You become aware of any actual or threatened activity prohibited by Section 5.1, You must, and must cause your Authorized Users to, immediately take all reasonable measures within their respective control that are necessary to stop the activity and to mitigate its effects (including by discontinuing and preventing any unauthorized access to the Services and erasing data to which any of them have gained unauthorized access) and notify Us of any such actual or threatened activity.
6.4. Non-Solicitation. During the term of the Agreement and for a period of 2 years thereafter, you must not, and must not assist any other person to, directly or indirectly, recruit or solicit (other than by general advertisement not directed specifically to any person) for employment or engagement as an independent contractor any person then or within the prior 6 months employed or engaged by Us. In the event of a breach of this Section 6.4, We will be entitled to liquidated damages equal to the compensation paid by Us to the applicable employee or contractor during the 6 months prior to the breach.
6.5. Non-Compete. You must not to develop, sell, or otherwise make available to any third party any software or service that serves the same or similar purpose or has the same or substantially similar functionality as the Services or software used in provision of the Services and you must not assist any other person in such activity. The restriction applies in the USA and EEA, during the term of the Agreement and for a period of 2 years
thereafter. If You breach the provisions of this Section 6.5, You shall pay Us a liquidated damages EUR 1 million.
6.6. Inspection. We may inspect or instruct a third party to inspect and you shall provide Us with access to all relevant documents, premises, personnel, and other requested information to the extent We have reasonable grounds to suspect a breach of the Agreement by You. If an inspection reveals that You have used the Services in excess of that permitted by the Agreement, You will pay Us the cost of such excessive use calculated pro rata in accordance with current the price list, including interest on such amounts, and any costs incurred in connection with the inspection within 15 days of the date of notification of the results of the inspection.
6.7. Your Responsibility. You are solely responsible for:
Your Systems and the fact that they meet the requirements set out in the Documentation. If you do not meet these requirements, the Services may not function properly or at all,
legality of processing of Your Data. In particular, You are responsible for ensuring that You are entitled to provide Us with all Your Data and that Our use and processing of Your Data for the purpose of providing the Services does not infringe any third-party rights, in particular intellectual property rights or privacy rights or obligations under any law or regulation. You are required to inform persons whose personal and other data You transfer to Us of such transfer, and to obtain consent to such transfer of personal data where necessary,
use, security, and protection of access details from unauthorized use; and
all access to and use of the Services through Your Systems or the access details of Authorized Users, including all results obtained from such access or use and all conclusions, decisions and actions based thereon.
7. FEES AND PAYMENT
7.1. Fees. Unless we agree on a different amount of fees, you shall pay Us the fees in accordance with the currently effective price list available at https://tolgee.io/pricing immediately after the order has been submitted. We may change the price list, institute new fees, or increase the fees for next renewal term by providing written notice to you prior to the commencement of such term. The obligation to pay the fees is not tied to your actual use of the Services. In the event that You do not use the Service, this shall not affect Our right to payment of the fees in full. Unless expressly set forth herein, the fees are non-cancelable and non-refundable.
7.2. Subscription. Price list sets forth the fees for subscription to Cloud and Self-hosted version. Each subscription offers distinctive features and a designated number of strings, MT credits, and seats per subscription term. If you exceed any of these metrics in any subscription term, you shall also pay Us the applicable fees for excessive use set forth in the price list, the fees for excessive use are due at the end of each subscription term. You may upgrade the subscription and corresponding fee obligations in accordance with the price list at any time, upgrade options are listed in app.tolgee.io. We will activate the upgraded subscription after We receive your payment. We have no obligation to decrease your then-current subscription, but if We do, we are not obliged to return the already paid price. Instead, we may issue service credits.
7.3. Taxes. All fees and other amounts payable by you under the Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, you are responsible for VAT, sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by You hereunder. If you are required to make any deduction from the payment of the fee (for example, to pay income tax withholding), you must notify Us in advance. Unless we agree otherwise, We shall be entitled to increase the invoiced fees so that We always receive the net amount due to Us without any deductions or withholdings.
7.4. Payment. You shall make all payments via Stripe payment gateway. You hereby agree to the terms and conditions of Stripe services available at https://stripe.com. Payment instructions will be displayed to you in immediately after the order is submitted. We will issue and send the invoice to You at the same time as the order confirmation. In case of subscription term renewal and payment for excessive use, the fees will be charged automatically to the payment method you last selected.
7.5. Late Payment. If you fail to make any payment when due, then in addition to other remedies:
We may charge interest on the past due amount at the rate of 0.5% per each commenced day of delay or, if lower, the highest rate permitted under applicable law,
You shall reimburse Us for all costs incurred in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees, and
We may suspend provision of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to You or any other person by reason of such suspension.
7.6. Chargeback. We reserve the right to immediately suspend access to the Service, without prior notice, in the event we receive notice of a Chargeback (as defined below). Contacting your bank or credit / debit card provider and rejecting, cancelling, or contesting the charge of any amount payable in connection with your use of the Services (“Chargeback”) will be considered a breach of your payment obligations under the Agreement. We also reserve the right to dispute any Chargeback received. We may take reasonable steps to restrict your future access to our Services if We believe that you have maliciously requested a Chargeback.
7.7. Fair Use Policy. You may use the Services only to the extent that is reasonable. Our current fair use policy will be listed on the Website. If you intend to use the Services in excess of the fair use, please contact us and We will negotiate in good faith with the intention to increase the amount. Unless we agree otherwise within 30 days of the day when you are found to have used the Services in excess, you will pay Us the fees for such excessive use calculated as pro-rata portion of the price corresponding to the amount in excess.
7.8. Inspection. We or Our nominee (including its accountants and auditors) may inspect your use of the Services under the Agreement. All audits will be conducted in a manner that does not unreasonably interfere with your business operations. You shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation, as may be requested by or on behalf of Us. We shall only examine information directly related to your use of the Services. If the inspection determines that your use of the Services exceeded the usage permitted by the Agreement, you shall pay Us all amounts due for such excess use of the Service, plus interest on such amounts, as calculated pursuant to Section 7.5. If the inspection determines that such excess use equals or exceeds 10 % of permitted usage, you shall also pay to Us all costs incurred in conducting the inspection. You shall make all payments required under this Section within 15 days of the date of written notification of the inspection results.
8. CONFIDENTIALITY
8.1. Confidential Information. In connection with the Agreement each of us as a “Disclosing Party” may disclose or make available Confidential Information to the other one as a “Receiving Party”. “Confidential Information” is any information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, or pricing.
8.2. Exclusions. Confidential Information does not include information that:
was known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement;
was or becomes generally known by the public other than by the Receiving Party’s or any of its representatives’ noncompliance with this Agreement;
the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
8.3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; and
except as may be permitted, not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with the Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under Section 8; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the
Confidential Information as the terms set forth therein.
8.4. Compelled Disclosures. If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, the Receiving Party may disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. To the extent permitted by applicable Law, the Receiving Party shall notify the Disclosing Party in writing of such requirement. Also, sometimes We look into user projects using open-replay to see how they behave to improve UX and also for debugging when they report a bug, this shall not be considered to be a breach of confidentiality.
8.5. Term. Each Party's obligations under this Section 8 will last throughout the Agreement term and for five years thereafter; provided, however, with respect to any confidential information that constitutes a trade secret, such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such confidential information remains subject to trade secret protection under applicable law.
9. REPRESENTATIONS AND WARRANTIES
9.1. Mutual Representations and Warranties. Each party represents and warrants to the other party that execution of the Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such party; and when executed and delivered by both parties, the Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party.
9.2. Your Additional Warranties. You represent and warrant to Us that you own the necessary rights and consents relating to Your Data so that, as received by Us and processed in accordance with the Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law.
9.3. DISCLAIMER OF WARRANTIES . EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.1, ALL SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, BE AVAILABLE OR OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICE, OR BE
SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. Services does not replace the need for you to maintain regular data backups or redundant data archives. WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR DATA.
10. INDEMNIFICATION
10.1. Our Indemnification. We shall indemnify you from and against damages awarded against you in a final non-appealable judgment arising out of any claim by a third party (other than an Affiliate of yours) that your use of the Services (excluding Your Data and Third-Party Materials) in accordance with the Agreement infringes such third party’s copyrights. The foregoing obligation does not apply if the alleged infringement arises from:
Third-Party Materials or Your Data,
access to or use of the Services in combination with any hardware, system, software, network, or other materials or service not provided by Us or specified for your use in the Documentation,
modification of the Services other than by or on behalf of Us or with Our prior written approval,
failure to timely implement any modifications, upgrades, replacements, or enhancements made available to you by or on behalf of Us, or
act, omission, or other matter described in Sections 10.3 a) – c).
10.2. Mitigation. If the Services are, or in Our opinion is likely to infringe third-party intellectual property right, or if your or any Authorized User’s use of the Services is enjoined, We may, at Our option and expense:
obtain the right for you to continue to use the Services materially as contemplated by the Agreement;
modify or replace the Services to make them non-infringing, while providing materially equivalent functionality, in which case the modifications or replacements will constitute Services under the Agreement; or
by written notice to you, terminate the Agreement with respect to all or part of the Services and require you to immediately cease any use of the Services or any specified part or feature thereof.
10.3. Your Indemnification. You shall indemnify, defend, and hold harmless Us and Our Affiliates, and each of our respective officers, directors, employees, and agents from and against any and all loss, damage, claim, action, judgment, settlement, interest, penalty, fine, costs, or expenses, including attorneys’ fees and the costs of enforcing any right to indemnification hereunder incurred resulting from any action by a third party that arise
out of or result from, or are alleged to arise out of or result from:
Your Data, including any processing of it by or on behalf of Us in accordance with the Agreement;
breach of any of your representations, warranties, covenants, or obligations under the Agreement; or
negligence or more culpable act or omission (including recklessness or willful misconduct) by you, any Authorized User, or any third party on behalf of you or any Authorized User, in connection with the Agreement.
10.4. Indemnification Procedure. Each party shall promptly notify the other party in writing of any action for which such party believes it is entitled to be indemnified. The party seeking indemnification (“Indemnitee”) shall cooperate with the other party (“Indemnitor”) at the Indemnitor’s cost and expense. Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Indemnitor shall not settle any action without Indemnitee’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such action, Indemnitee shall have the right, but no obligation, to defend against such action, including settling such action, in each case in such manner and on such terms as the Indemnitee may deem appropriate. Indemnitee’s failure to perform any obligations under this Section 10.4 will not relieve the Indemnitor of its obligations under this Section 10.
10.5. Sole Remedy. THIS SECTION 10 AND ISSUANCE OF SERVICE CREDIT SETS FORTH YOUR SOLE REMEDIES AND OUR SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICE OR ANY SUBJECT MATTER OF THE AGREEMENT INFRINGES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTY.