1.1. Capitalized terms used throughout this document have their meaning specified in further in this Section 1 herein.
1.2. Account means a user account created on the Website in order to use the Services.
1.3. Capability Connector means a type of Software which allows autonomous integration of Application Programming Interfaces (APIs).
1.4. Civil Code means Act No. 89/2012 Coll., Civil Code, as amended.
1.5. Copyright Act means Act No. 121/2000 Coll., on Copyright, on Rights Related to Copyright and on Amendments to Certain Acts (Copyright Act), as amended.
1.6. Documentation means user documentation of the Software.
1.7. License means the right to use the Services, including the sublicense to use the Capabilities Connectors made by a third party, provided to You by Superface under the terms and conditions set forth in these Terms.
1.8. Platform means the part of the Services which allows users of the Services to share UGC and includes the section of the Website available only for users with an active Account.
1.9. Services means material and services provided to You by Superface in the form of or in connection to the Website, Software, Documentation, and Platform.
1.10. Software means any computer program, code, or configuration provided to You by Superface as part of provision of the Services, including, but not limited to, a Software Development Kit (SDK), Command Line Interface (CLI), or Capability Connector.
1.11. Superface means the company Superface s.r.o., with its registered office at Rohanské nábřeží 670/19, Karlín, 186 00 Praha 8, Company ID No.: 092 24 394, VAT ID No.: CZ09224394, registered in the commercial registered at the Municipal Court in Prague, section C, insert 332866.
1.12. Terms means these General Terms and Conditions.
1.13. UGC means User-generated contend, as defined in Section 6 herein.
1.14. UGC License means the license specified in Section 7 herein.
1.15. Website means the Superface website available on www.superface.ai.
1.16. You refers to you as a user of the Services.
2.1. These Terms govern Your use of the Services and your legal relationship with Superface related thereto.
2.2. You agree and understand that the Services are under development, are intended to be used for testing purposes only, may not function properly and/or pursuant to the Documentation, may not be available at all times and/or may not be fit for your intended purpose.
3. Information About the Nature of the Contract
3.1. In order to fulfil Superface's legal obligations arising from Section 1820 of Civil Code, Superface provides You with the information below that Superface is obliged to give You, before Superface and You enter into a contract.
3.2. Costs of using the means of distance communication. There are no increased costs on part of Superface resulting from the use of the means of distance communication, through which Superface communicates and enter into a contract with You. Superface will not be charging you any fees for the internet or telephonic communication.
3.3. Supervisory authorities. The supervisory authorities that perform an oversight of Superface's activities and with which You can file a complaint are the Czech Trade Inspection Authority and the Office for Personal Data Protection. On the European level, You can file a complaint with the European Consumer Centre Czech Republic.
3.4. Impossibility to withdraw from the contract in the 14 days period. Having regards to the nature of the Services, You instruct Superface to commence the provision of the Services immediately after You agree with these Terms, therefore before the expiry of the 14-days withdrawal period, and so it is not possible to use the right of withdrawal within 14 days after agreeing with these Terms.
3.5. Archiving of the contract. Superface will archive the concluded contract for Superface's internal purposes in a form of electronic evidence and therefore You will not have access to it.
3.6. Language of the contract. The contract is concluded in the English language.
3.7. Technical steps leading to the conclusion of the contract and data correction. The Website provides a framework that enables conclusion of the contract between Superface and You through an interactive form. Prior to sending the form, you can check, modify and correct the entered information.
3.8. Code of conduct. While providing the Services, Superface acts in accordance with the regulations in effect and also with Superface's internal principles of customer's satisfaction and of the data protection. These internal principles are not public.
3.9. Restrictions of the use of the Services. The use of the Services is not geographically restricted.
4. Your Account
4.1. By creating Your Account or by using the Website, You confirm that You have read and understood these Terms, that You agree with them, and that You are legally bound by them.
4.2. You are not allowed to use the Services if you do not agree with these Terms.
4.3. If you do not have an Account, the provision of these Terms apply to You to the extent relevant for using the publicly available portion of the Website. You may have access to and use the full extent of the Services only when you have an Account.
4.4. You represent and warrant that You
(a) are a natural person;
(b) have the right and capacity to agree to and abide by the Terms;
(c) will use the Services in a manner consistent with all applicable laws and regulations and with these Terms;
(d) during the registration, have provided accurate and complete information.
4.5. You are allowed to use the Services exclusively as a natural person for Your own purposes and not for or benefit of any third party or to advertise, promote materials or solicitation related to any product or service that is competitive with the Services.
4.6. You agree and understand that You are responsible for maintaining the confidentiality of passwords associated with any Account You use to access the Services.
4.7. Accordingly, You agree that You will be solely responsible for all activities (including all statements and acts) that occur under Your Account.
4.8. If You become aware of any unauthorized use of Your password or of Your Account, You agree to notify Superface immediately.
5.1. Superface grants you a worldwide, royalty-free, non-assignable and non-exclusive license to access and use the Services and Capabilities Connectors made by Superface in accordance with the Documentation for the term and in the scope designated by these Terms.
5.2. Superface grants you a worldwide, royalty-free, non-assignable and non-exclusive sublicense to access and use the Capabilities Connectors made by third parties in accordance with the Documentation for the term and in the scope designated by these Terms.
5.3. The License to a part of the Services or a Capability Connector is granted to You from the moment when the part of the Services or a Capability Connector is made available to You.
5.4. The License is granted to You for the duration of Your relationship with Superface governed by these Terms.
5.5. You are not obliged to use the License.
5.6. Parts of the Software and/or Documentation may be made available to You under MIT license, including the source code of the Software. In such case, the information about the application of MIT license and the text of the license will be conveyed to You with the Software and/or Documentation and Your use of such Software and/or Documentation will be governed by MIT license, whereas provisions of these Terms remain in force to the maximum extent possible.
5.7. You have no right to receive the source code of the Software, but you may be granted access to the source code by the sole discretion of Superface. The License applies to the Software in machine code only, unless you have been granted access to the source code by Superface, in which case the License applies to the source code as well.
5.8. You are allowed to use the Services exclusively for your own purpose. With exception covered in Section 5.9 herein, You are not allowed to
(a) distribute, rent, lend, make available to the public or third parties the Services;
(b) sublicense to a third party the use of the Services or assign the License to a third party;
(c) make any modifications, alterations or changes to the Services and in any way interfere with them, incorporate them into other copyrighted works, include them in collective works or databases (the provisions of Section 66(1) of the Copyright Act are not affected by this agreement);
(d) reverse engineer, decompile or disassemble the Services;
(e) copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any trademarks, trade names, or service marks accessible through the Services, without first obtaining the prior written consent of Superface or, if such property is not owned by Superface, the owner of such intellectual property or proprietary rights.
5.9. You are allowed to make any modifications, alterations or changes to the Capabilities Connectors and in any way interfere with them, and incorporate them into other Capabilities Connectors, as long as such use is for Your own purposes and not for or benefit of any third party.
6. User-generated Content
6.1. The Services allow You to publish your own content, including, but not limited to, Your Capabilities Connectors, source code, or texts, on the Platform (i.e., User-generated content, or UGC).
6.2. You may not publish on the Platform
(a) any UGC that contains video, audio, photographs, images or any personal data of another person without his or her permission, or any UGC that contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
(b) any pirated copyrighted material or links to it or a promotion thereof;
(c) any UGC that contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful or disruptive codes or devices;
(d) any UGC for which or for whose part You do not have all the rights, power, and authority necessary to publish such UGC or its part on the Platform and grant Superface license specified in Section 7 herein.
6.3. If you publish a UGC, and particularly a Capability Connector, on the Platform, you represent and warrant that such UGC does not
(a) adversely impact the availability, reliability or stability of the Services or any third-party services and related systems, network, or data;
(b) launches or facilitates, whether intentionally or unintentionally, a denial of service attack on the Services or on any third party;
(c) attempts to bypass, tamper with, break or circumvent, or successfully does so, any security mechanism on the Services or any third-party services;
(d) poses a security or service risk to the Services, to any user of the Services, or to any third party;
(e) tests or reverse-engineers the Services in order to find limitations, vulnerabilities, or evade filtering capabilities connectors;
(f) uses manual or electronic means to avoid or bypass any use limitations placed on the Services.
6.4. You are solely responsible for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any UGC you publish on the Platform.
6.5. Superface does not guarantee that any UGC will be made available in the Platform or through the Services. Superface reserves the right, but does not have any obligation, to remove, block, edit, or modify any UGC in Superface's sole discretion, at any time, without notice to You and for any reason (including, but not limited to, upon receipt of claims or allegations from a third party or an authority relating to such UGC or if Superface is concerned that You may have violated these Terms), or for no reason at all.
7. UGC License
7.1. By and from the moment of publishing UGC, You grant Superface an irrevocable, worldwide, royalty-free, assignable, sublicensable and non-exclusive license to access and use Your UGC.
7.2. Superface is entitled to use UGC for any purpose and to the extent that it deems necessary, appropriate or proportionate, including, but not limited to, to use UGC in an unlimited quantitative and territorial scope, in all possible ways and for the term limited only by the duration of material rights to such UGC.
7.3. Superface has an unlimited right to make any modifications, adjustments, or changes to UGC and, at its discretion, to interfere with it, incorporate it into other copyrighted works, include it in collective works or databases, etc., including through third parties.
7.4. Superface is entitled, without the need for any further permission from You, to grant a third party all or some rights granted to Superface by the UGC License as a sublicense or to assign such rights to a third party.
7.5. Superface is not obliged to use the UGC License.
7.6. You represent and warrant that You have all the rights, power and authority necessary to grant the above license and consent.
8. Your Rights and Obligations
8.1. You may use the Services only for purposes that are permitted by the Terms, any applicable law, regulation, generally accepted practices, or guidelines in the relevant jurisdictions, and any other applicable rules.
8.2. You must keep all information provided to You in connection to or through the Services, including, but not limited to, any Software, Documentation, or Capability Connector, as private and confidential and may not give such information to anyone without the permission of the person who provided it to You.
8.3. You may not
(a) engage in any activity that interferes with or disrupts the Services;
(b) use any information obtained from the Services to contact, advertise to, solicit, or sell to any other user or request money from the user without his or her prior explicit consent;
(c) use the Services to infringe the privacy rights, property rights, intellectual property rights, or any other rights of any person;
(d) cause the Services to be accessed through any automated or robotic means, including, but not limited to, the rapid access of the site as in a denial-of-service attack;
(e) solicit passwords or personal identifying information for commercial or unlawful purposes from other users of the Services;
(f) provide or transmit any material that contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful or disruptive codes or devices;
(g) retrieve, frame, mirror or in any way reproduce or circumvent the presentation of the Services;
(h) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Services;
(i) use any code or devices containing any reference to Superface or the Service to direct any person to any other website for any purpose.
8.4. Superface reserves the right, in its sole discretion, to investigate and take any legal action against anyone who violates this Section 8 of the Terms, including terminating or suspending the Account of such violators. The violators agree to compensate Superface for any expenses and costs incurred in connection with the investigation and prosecution of such activities.
8.5. You are responsible for all Your activity in connection with the Services.
8.6. You download or otherwise obtain any material through the use of the Services at Your own discretion and risk and You are solely responsible for any damage to Your device or loss of any data that results from the download or obtainment of any such material.
8.7. If you notice that other users' UGC or any material available through the Services may constitute copyright infringement, You undertake to provide Superface, without undue delay, with
(a) a description of the copyrighted work that You claim has been infringed;
(b) a description of where the material that You claim is infringing any copyright is located in the Services;
(c) identification of the author and/or copyright holder of the material that You claim is infringing;
(d) Your name, surname, address, telephone number and e-mail address;
(e) a written statement that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law and that Your notice is accurate.
8.8. If You believe that any material available through the Services constitutes impersonation infringement, in particular if any user impersonates any other person or entity or otherwise misrepresents affiliation, connection, or association with any person or entity, for example by displaying pictures or images of another person as profile pictures, You undertake to provide Superface, without undue delay, with
(a) a description of the material that You claim is infringing;
(b) a description of where the material that You claim is infringing is located in the Services;
(c) identification of the person or entity who or which You claim is being impersonated;
(d) Your name, surname, address, telephone number and e-mail address;
(e) a written statement by You that You have a good faith belief that the disputed material is not authorized by the impersonated individual and that Your notice is accurate.
9. Disclaimers and Liability
9.1. The Services may permit You to link to other websites, services, or resources on the Internet, and other websites, services, or resources on the Internet may contain links to the Services. When You access third party resources on the Internet, You do so at Your own risk. These other resources are not under Superface's control, and You acknowledge that Superface is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply Superface's endorsement or any association between Superface and their operators. You further acknowledge and agree that Superface shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such website, service, or resource.
9.2. Your right to use the Services is subject to any limitations, conditions, and restrictions established by Superface from time to time, in its sole discretion. Superface may alter, suspend, discontinue, or impose limits on any aspect of the Services at any time, including the availability of any feature, database or material of the Services.
9.3. You acknowledge that Superface is not responsible for interruption or suspension of the Services, regardless of the cause of the interruption or suspension.
9.4. You understand and agree that You use the Services at Your own risk.
9.5. Superface does not guarantee the accuracy, completeness, or timeliness of, or otherwise endorse any material contained in the Services. Superface does not represent or endorse the accuracy or reliability of any user profile, advice, opinion, statement, UGC, or other information displayed, uploaded or distributed through the Services. You acknowledge that any reliance upon any such material shall be at Your own risk.
9.6. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION UNDER LAW.
9.7. YOU HEREBY ACKNOWLEDGE AND AGREE THAT SUPERFACE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTENT PROVIDERS OR LICENSORS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, WHETHER MATERIAL, IMMATERIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR HARM CAUSED TO A PERSON'S NATURAL RIGHTS OR CAUSED BY SUPERFACE INTENTIONALLY OR THROUGH GROSS NEGLIGENCE, UNDER ANY CIRCUMSTANCE, INCLUDING, BUT NOT LIMITED TO, WHEN CAUSED BY OR ARISING OUT OF:
(a) THE USE OF THE SERVICES, AND PARTICULARLY ANY CAPABILITIES CONNECTORS, OR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES;
(b) THE USE OR INABILITY TO USE THE SERVICES OR OUT OF THE BREACH OF ANY WARRANTY;
(c) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION, OR UNAUTHORIZED ACCESS TO AND ALTERATION OF THE SERVICES;
(d) INCORRECT OR INACCURATE MATERIAL POSTED IN THE SERVICES, WHETHER CAUSED BY USERS OR ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE SERVICES;
(e) THE TIMELINESS, DELETION OR REMOVAL, INCORRECT DELIVERY, OR FAILURE TO STORE ANY MATERIAL, INCLUDING, BUT NOT LIMITED TO, UGC OR ANY COMMUNICATION;
(f) THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER;
(g) ANY PROBLEMS, FAILURE OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, OR SOFTWARE, FAILURE OF E-MAIL ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE, OR COMBINATION THEREOF.
9.8. To the maximum extent permitted by applicable law, You hereby agree to indemnify, defend and hold harmless Superface and all its officers, employees, directors, owners, agents, partners, information providers, subsidiaries, affiliates, licensors, and licensees from and against any and all liability, claim, demand, and costs, including, but not limited to, reasonable attorneys' fees, made by any third party due to or arising out of Your breach or failure to comply with these Terms, any UGC You post in the Services, and the violation of any law or regulation by You. You shall cooperate as fully as reasonably required in the defense of any such claim. Superface reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.
10. Modification of These Terms
10.1. Superface reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time and for any reason, including, but not limited to, to reflect changes in or requirements of the law or new features of the Services.
10.2. The new Terms will be made available at http://superface.ai/terms-and-conditions and You will be notified about the new Terms via the e-mail associated to Your Account at least 30 days prior to the effectiveness of the new Terms.
10.3. You understand and agree that if You use the Services after the effective date of the new Terms, You agree to and accept the new Terms. If You do not agree to the new Terms, You undertake to inform Superface thereabout via e-mail and You may not use the Services after the effective date of the new Terms. In such case, unless Your Account has been terminated by either You or Superface, You may access Your Account in the future, accept the current Terms, and continue using the Services.
11. Term and Termination
11.1. Superface may, in its sole discretion, terminate or suspend Your access to all or part of the Services or terminate or discontinue the Services entirely at any time, with or without notice, for any reason, and in particular if
(a) You have breached or intended to breach any provision of these Terms;
(b) Superface is required to do so by law;
(c) Superface no longer provides the Services to users in the country in which You reside or from which You use the Services;
(d) the provision of the Services to You by Superface is, in its opinion, no longer viable.
11.2. Superface is not obliged to disclose, and may be prohibited from disclosing, the reason for the termination or suspension of Your Account.
11.3. You may terminate Your Account at any time, for any reason, by following the instructions on the Website.
11.4. When Your legal agreement with Superface comes to an end, all the legal rights, obligations, and liabilities that You and Superface have benefited from or been subject to and which are expressed to continue indefinitely shall be unaffected by this cessation.
12. Final Provisions
12.1. These Terms are effective as of the date specified below.
12.2. These Terms constitute the whole legal agreement between You and Superface and govern Your use of the Services and completely replace any prior agreements between You and Superface in relation to the Services.
12.3. These Terms and Your relationship with Superface under these Terms or in connection with the Services shall be governed by the laws of the Czech Republic, in particular by Civil Code and Copyright Act.
12.4. If any provision of these Terms is held to be illegal or unenforceable, the validity and enforceability of the remainder of these Terms shall continue in full force and effect. The provision in question shall be replaced by a valid and enforceable provision which corresponds, as much as possible, with the original. Failure by Superface or You to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy.
12.5. All disputes arising in connection with these Terms, if not settled amicably between Superface and You, will be decided by the competent general court in the Czech Republic. If, within Your legal relationship with Superface governed by these Terms, You are, by legal definition, a consumer, You also have the right to have the dispute resolved by the competent alternative dispute resolution body for consumer disputes.
Effective date of these Terms: 26.04.2021