Terms & conditions

TERMS OF SERVICE

Last updated April 3, 2023

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1. DEFINITIONS

The following words, when written with a capital letter, will have the following meaning:

Agreement:
Every present or future offer, agreement or other (legal) relationship between LangWatch and the Client regarding the use of the Platform

Article: 
‍An article in this Agreement

Client:
Any party to which these Terms of Service apply because of an Agreement with LangWatch

DCC:
Dutch Civil Code

‍Parties:
LangWatch and the Client

LangWatch: 
Reasoning Engine B.V., with its registered office at Lepelstraat 3-3, Amsterdam 1018

Platform:
The self-developed platform called LangWatch, providing various Services

Terms of Service: 
These general terms and conditions Services. The services provided by (the Platform of) LangWatch, including, but not limited to tools to monitor and analyze LLM-based applications enabling partners to view how their Generative AI solutions are performing.
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2. WORKING WITH LANGWATCH

   1. Terms of Service are applicable on any Agreement between LangWatch and the Client regarding the use of the Platform.

   2. The applicability of any terms and conditions used by the Client is hereby expressly rejected.

   3. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Platform after the date such revised Terms of Service are posted. 

   4. If part (of any provision) of the Terms of Service or Agreement is void or unenforceable, or is held to be void or unenforceable by the competent (judicial) authority, the remaining provisions of the Terms of Service shall remain in force. In that case, provisions that are not legally valid or that cannot be legally enforced shall be replaced by provisions that most closely follow the content of the invalid provision. 

   5. LangWatch undertakes to provide all services related to the Agreement and Platform to the best of his ability.

   6. All Agreements will be accepted and performed by LangWatch. Articles 7:404 and 7:407(2) DCC do not apply to the Agreement. LangWatch reserves the right to outsource (part of) its services or work to third parties.

   7. All quotations and offers done by LangWatch, whether verbal, written or electronic, are without obligation, unless LangWatch has expressly included a period for acceptance. 

   8. LangWatch’s offers and quotations are based on information provided (in advance) by the Client. The Client shall provide LangWatch with all information necessary for the execution of the Agreement and hereby guarantees and warrants that this information is correct. An Agreement is concluded as soon as LangWatch confirms this in writing or electronically to the Client.

   9. Unless explicitly mentioned otherwise in the offer or quotation, the provisions of the Terms of Service shall prevail in the event of a contradiction or inconsistency between these Terms of Service and an offer or quotation.

   10. The Terms of Service is intended for users who are at least 14 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Terms of Service. If you are a minor, you must have your parent or guardian read and agree to these Terms of Service prior to you using the Terms of Service.

3. PLATFORM PACKAGES

   1. LangWatch offers different types of packages to use the Platform. The pricing of the available packages is formulated in the offer or quotation. 

   2. LangWatch offers a 14-day free trial to new users of the Platform. The account will not be charged and the subscription will be suspended until upgraded to a paid package at the end of the free trial. 

4. FEES AND PAYMENT 

   1. All prices mentioned by LangWatch are exclusive of VAT and any other taxes, unless expressly agreed upon otherwise.

   2. LangWatch can raise the price in the interim in case of unforeseen and cost price increasing circumstances, if these circumstances occur after the establishment of the Agreement. 

   3. Any payment obligation of the Client must be paid in Euros.

   4. The Client will receive an invoice for the use of the Platform with a payment term of 30 days, unless expressly agreed upon otherwise. If the Client fails to pay after this term has expired, the Client will be in  default automatically without further notice. 

   5. We provide the option to authorize us to charge your chosen payment provider for any such amounts upon making your purchase. 

   6. Any objections to the amount or content of an invoice must be made in writing within 14 days and shall not suspend or cancel any of Client's payment obligations. 

   7. The payment obligations of the Client do not qualify for any form of setoff.

   8. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Platform. 

5. INTELLECTUAL PROPERTY RIGHTS 

   1. LangWatch will have and retain the ownership of everything shared by LangWatch in any activity of the Platform, including any intellectual property rights and/or goods in respect of which intellectual property rights can be claimed (‘IP’), unless explicitly agreed otherwise in writing. 

   2. The IP are provided on the Platform “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Service, no part of the Platform and no IP may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. 

   3. Except as expressly agreed otherwise in writing, all IP in or arising out of/in connection with the activities of the Platform shall be owned by LangWatch. 

   4. The Client does not acquire any right, title or interest in or to any IP from LangWatch. 

   5. The Client is only allowed to use the Platform for the purpose of the Platform. All content and/or material provided by LangWatch through the Platform or in other ways is and remains the exclusive property of LangWatch. All content and/or material provided by LangWatch is strictly intended for the use of Client only. The Client warrants that he shall not use any product or service of LangWatch in a way that can (possibly) infringe the rights of third parties. 

   6. It is explicitly prohibited to copy, document, share, modify, distribute, reproduce or otherwise use any content and/or material in a way that it becomes accessible to any third party.

6. DURATION AND TERMINATION

   1. An Agreement is a contract for a specified period. The Client cannot (partially) terminate (opzeggen/ontbinden) the Agreement early, in derogation from article 7:408 DCC. After this agreed period, the Agreement will be automatically renewed for the initial specified period of the Agreement.

   2. Termination of the Agreement is possible by a written notice at least 30 days before the end of the term of the Agreement. 

   3. In the following cases (but not limited thereto):

• the Client fails to fully and timely comply with any (payment) obligations under the Agreement and/or Terms and Service; 

• the Client is declared Bankrupt or suspension of payment is granted; 

• the Client requests bankruptcy, suspension of payment or liquidation; 

• the Client loses the ability to control its assets partly or fully; the Client has provided incorrect and/or incomplete and/or inconsistent information/data; or

• the Client uses the (content of the) Platform or the information provided by LangWatch in a way that (potentially) harms (the reputation of) or damages the Platform and/or LangWatch;

LangWatch is, without prejudice to its rights based on Dutch law, these Terms and Service and the Agreement, entitled to immediately and without any notice period (partially) terminate (opzeggen of ontbinden) the Agreement by means of written notice, without the Client being entitled to any kind of compensation (of damages), payments or guarantees.

7. COMPLAINTS

   1. The Client shall notify LangWatch in writing of any complaints within 14 days after it discovers a possible shortcoming or fault or should reasonably have discovered the shortcoming or fault of any aspect of the (services related to) the Platform.

   2. A timely notified complaint does not suspend or cancel any (payment) obligation of the Client.

   3. If the Client does not notify LangWatch on time, the Client is not entitled to any recovery performance or compensation.

8. LIABILITY

   1. LangWatch shall not be liable for any damages except in the case of intent or deliberate recklessness on the part of LangWatch.

   2. Any contractual or noncontractual liability on the part of LangWatch as a result of intent or deliberate recklessness will in all cases be limited to direct damages. LangWatch will never be liable for any indirect damages including but not limited to lost earnings or profits.

   3. Any contractual or noncontractual liability is furthermore limited to the amount invoiced by LangWatch for the Services. Under no circumstances will the liability of LangWatch for damages exceed the amount actually paid by LangWatch’s liability insurance in the relevant matter, even if the invoiced amount exceeds the insured amount.

   4. LangWatch is not liable for any errors or omissions of third parties engaged by it (including subcontractors). The Client authorises LangWatch to accept any limitations of liability of third parties on its behalf. The provisions in this Article shall also apply for the benefit of and can be invoked by all legal and natural persons utilised by LangWatch in execution of an Agreement.

   5. To avoid misunderstanding, LangWatch and the Client expressly state that in any case LangWatch is, without prejudice to the aforementioned, not liable for any outing/provided information (e.g. regarding prognosis, impact and prices) whether outed on their website, the Platform or otherwise. The information on the website and the Platform is for general informational purposes and does not constitute any advice. While LangWatch endeavours to keep the information of the Platform up to date and correct, it makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability for any purpose. Any reliance the Client places on such information/outings is therefore strictly at its own risk.

9. FORCE MAJEURE

   1. LangWatch is entitled to suspend any activities of the Platform in case LangWatch is not able to perform those activities (timely) due to circumstances that LangWatch does not control directly (force majeure).

   2. A Force Majeure includes, though is not limited to, disturbances in LangWatch’s company, or in the supply chain of content/products/services, technology (such as apps, websites, lacking availability of data sources/connections/resources, e.g. flooding of data centres or non-functioning satellites) and services, materials or equipment, and in (environmental) circumstances making performance unreasonably onerous and/or disproportionately difficult for LangWatch, including power disconnections, asbestos, soil detoxication, serious conflicts, (assumed) terrorist attacks, extreme weather circumstances, (regional) pandemics, acts or omissions (such as non (timely) performance) by suppliers, transporters, subcontractors or other third parties, incorrect or incomplete information provided by the Client or third parties and technical failures.

   3. If LangWatch’s aforementioned suspension exceeds a period of three months, or LangWatch, in its sole discretion, foresees that the suspension will exceed this period, LangWatch is entitled to immediately and without notice period (partially) terminate (opzeggen of ontbinden) the Agreement by means of written notice, without the Client being entitled to any kind of compensation (of damages), payments or guarantees.

10. AVAILABILITY

    1. LangWatch strives for an availability of the Platform of 99% per year, not including night hours and outside cases of force majeure and unforeseen circumstances. Given the nature of the services we cannot guarantee this unless the guarantee is separately agreed in a service level agreement.

    2. In the event of failure or unavailability of the Platform, we will make every effort to inform you of the expected duration, resolution time and possible measures. 

    3. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you. Nothing in these Terms of Service will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith. 

11. USER DATA 

    1. We will maintain certain data that you transmit to the Platform for the purpose of managing the performance of the Platform, as well as data relating to your use of the Platform. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform. 

12. USER REPRESENTATIONS 

    1. By using the Platform, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Service; (4) you are not under the age of 14; (5) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Platform; (6) you will not access the Platform through automated or non-human means, whether through a bot, script or otherwise; (7) you will not use the Platform for any illegal or unauthorized purpose; and (8) your use of the Site will not violate any applicable law or regulation. 

    2. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof). 

    3. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. 

13. PROHIBITED ACTIVITIES

    1. As a user of the Platform, you agree to  use the Platform in a proper, lawfully and responsibly manner.

    2. If you are in breach of Article 12.1, LangWatch is entitled to immediately and without notice period (partially) terminate (opzeggen of ontbinden) the Agreement by means of written notice, without the Client being entitled to any kind of compensation (of damages), payments or guarantees.

14. DATA AND PRIVACY

    1. LangWatch’s handling and processing of personal data is set out in its Privacy Statement, which can be found at: https://langwatch.ai/terms#privacy-policy 

    2. By using the Platform, several data from the Client will be submitted to LangWatch. Client does not transfer (the right to) any data to LangWatch. Client grants LangWatch a non-exclusive, worldwide, perpetual, royalty-free license to use Clients’ data for the improvement of the Platform and Services. LangWatch will not use the data to train the Platform on.    

15. GOVERNING LAW

    1. These conditions are governed by and interpreted following the laws of the Netherlands, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Any disputes that may arise from these Terms and Services, Agreements or any future (legal) relationships between LangWatch and the Client will be submitted to the competent court in Amsterdam, the Netherlands.

16. CONFIDENTIALITY

    1. All information and data that the parties acquire from each other under the Agreement will be handled carefully by the parties and will be treated strictly confidential. Unless expressly agreed otherwise, all information provided in or because of this Agreement and, on the Platform, qualifies as confidential information. Confidential information shall not be disclosed to anyone, except to employees or third parties that need to be aware of the information to carry out obligations under the Agreement or if required by law. 

    2. The Client is allowed to use the information and data provided by LangWatch for the sole purpose of the use of the Platform. It is forbidden to make any other use of the information and data without prior written permission from LangWatch.

17.  CONTACT US 

    1. In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: 

Reasoning Engine B.V., Lepelstraat 3-3, Amsterdam 1018XK, Netherlands. Phone: +31 6 41676110, contact@langwatch.ai