Terms and Conditions
Thank you for your interest in these Terms and Conditions (the “Terms”). These Terms constitute a legal agreement between you and Smartaitoolz governing the use of our website and Services.
1. ABOUT US
1.1. We are Smartaitoolz of [26 Morristown view, The Paddock, Newbridge, co Kildare, Ireland] (“Smartaitoolz”, “we”, “us”, or “our”).
1.2. We operate app.smartaitoolz.com (our “website”) and the provided AI Services (AI Voiceover, Video Scripts Writer, Rephraser, Rewrite with Keywords, AI Chat, AI Code ect.) (our “Services”).
1.4.
1.5. These Terms were last updated on Friday, 22nd September, 2023, and are the current and valid version.
2. GENERAL TERMS
2.1. We licence use of our website and Services to you on the basis of these Terms.We do not sell our website and Services to you, and we remain the owner of our website and Services at all times.
2.2. The provisions set out in these Terms govern your access to and your use of our website and Services and shall constitute a legally binding agreement between you and us. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our website and Services.
2.3. Subject to you agreeing to abide by these Terms, we hereby grant to you a revocable, non-exclusive and non-transferable licence to use our website and Services on these Terms.
2.4. We reserve the right to, without any notice, explanation or liability and in our sole discretion, refuse to allow you or suspend your access to our website or your Account at any time, or remove or edit content (including content submitted by you) on our website or on any of our affiliated websites (including social media pages).
2.5. We reserve the right to change, modify, suspend or discontinue any portion of the Services, our website or any other products, affiliated websites (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.
3. YOUR ACCOUNT
3.1. By registering for an Account, which involves providing us with certain mandatory and voluntary information as required for a successful registration and using our website, you agree and acknowledge that:
3.1.1. you are at least 18 years of age and not a minor in your country of residence or have verifiable parental consent to use our services;
3.1.2. you have read the terms set out in these Terms and agree to be bound by and comply with them; and
3.1.3. you shall ensure that all Users of your Account abide by these Terms.
3.2. You are responsible for maintaining the confidentiality of your Account and you are responsible for all activities that occur under your Account. You agree that all actions carried out by any person through your Account shall be deemed to be an act carried out by you, and you shall ensure that all persons who have access to and use your Account are authorised to do so. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of your Account.
4. SAAS LICENSE
4.1. Subject to your payment obligations or free of charge access, we grant you, unless specifically agreed in writing, a personal, non-exclusive, non-assignable and non- transferable right to access and to use the Service within the limits determined by the plan chosen by you.
4.2. The licence is granted for the sole and exclusive purpose of enabling you to use the Service for your internal purposes and distribution only to the exclusion of any other purpose.
4.3. The right of use shall mean the right to represent and implement the Service in accordance with its intended purpose, in Software as a Service (SaaS) mode via a connection to an electronic communications network.
5. AVAILABILITY
5.1. Although we will try to provide continuous access to the Service, we cannot and do not guarantee that our website and Services will be available 100% of the time and will not be liable in the event our website and Services are unavailable.
5.2. You acknowledge that availability of our website and Services depends further on your compliance with your usage allowances as per your selected plan and scheduled and emergency maintenance periods. We undertake to notify you of scheduled and unscheduled outages that are expected to take more than four (4) hours.
6. FREE ACCESS
6.1. We may make one or more parts of the Services available to you on a free of charge basis until the earlier of: (a) the end of the free of charge basis period; (b) the date that you purchase the relevant Service; or (c) termination by us at our discretion.
6.2. The provisions of these Terms will also apply to the trial period. We may notify you of additional terms that apply to the trial of certain services and any such additional terms are incorporated into these Terms by reference.
7. SUBSCRIPTION
7.1. Some Services may require payment of subscription fees and/or other ad-hoc or ancillary fees before you can access or use them (“Fees”). These Fees will be notified to you through our website.
7.2. If you purchase a recurring subscription from us, the subscription period for your Account shall be renewed automatically at the expiry of each subscription period, until terminated successfully through our website. By purchasing the recurring subscription, you authorise us or our related corporations to automatically charge the Fees:
7.2.1. upon the commencement of your first subscription period, upon expiration of any applicable trial period or at a date otherwise indicated by us; and
7.2.2. on the renewal date of the subscription period thereafter, without any further action by you.
7.3. Any Fees due in relation to your Account must be paid by their due date for payment, as notified to you through our website or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to your Account and/or our website or any of the Services.
7.4. Our Fees may be amended from time to time at our discretion. We will provide you reasonably advance written notice of any amendment of recurring Fees. Your continued use of a recurring subscription will constitute acceptance of the amended Fees.
7.5. You shall be responsible for any applicable taxes (including any goods and services tax) under these Terms.
7.6. All payments shall be made by using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third party payment methods. We shall not be liable for any failure, disruption or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
7.7. We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever.
7.8. Unless otherwise notified in writing by us, termination of your Account for any reason whatsoever shall not entitle you to any refund of the Fees. If you cancel your subscription, you may continue to access your Account until the expiry of the subscription period in which the cancellation occurred.
7.9. If you wish to cancel your subscription to the website, you may cancel through the cancel command. Upon cancellation, your access to the website will be terminated, and no further charges or fees will be collected. Please note that canceling your access does not entitle you to a refund for any prior fees or charges associated with the use of the website.
8. END OF LIFE
We reserve the right to End-Of-Life (EOL) the Service at our sole discretion and shall provide 3 months notification of such EOL event. If you prepaid Fees for a service which is subject to EOL, we will use commercially reasonable efforts to a) transition you to a substantially similar Service or b) upon our express written agreement, ensure the Service availability, without uptime guarantee or test bug fixes, patches, or enhancements to the Services.
9. SERVICE LEVELS AND SUPPORT
9.1. During the Subscription Term, we shall render all commercially reasonable efforts to provide technical support to assist you in using the website and the Services. The total amount of technical support provided by us shall be governed under the fair use principle.
9.2. We have no obligation to provide any support:
9.2.1. for anything other than our website and Services;
9.2.2. if you or a third party has altered or modified any portion of the Services;
9.2.3. if you have not used the Services in accordance with the documentation or instructions provided by us;
9.2.4. to anyone other than you.
9.3. The response time for contacts concerning technical support made by you will not exceed 72 hours. If the response time exceeds 72 hours, we will present you with a technical justification and define a new deadline for carrying out and completing the support service.
10. PROPRIETARY RIGHTS
10.1. You acknowledge and agree that we own all intellectual property rights in our website and Services. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of our website and Services.
10.2. You confirm that you have all the rights in relation to our website and Services that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.
11. UPLOADING CONTENT
11.1. You irrevocably and unconditionally represent and warrant that any of your content uploaded to our website complies with our Privacy Policy, Ireland`s Data Protection Act 2018 (“DPA”) and the EU General Data Protection Regulation (“GDPR”) and any other applicable laws.
11.2. You are fully responsible for your content uploaded to our website and Services. We will not be responsible, or liable to any third party, for:
11.2.1. the content or accuracy of any content or data uploaded by you, by us on your behalf, or any other user of our website; or
11.2.2. the loss of any content or data provided to us by you. You should keep a record of all such content and data.
11.3. We will only use the content uploaded by you for the purposes of carrying out the Services, carrying out our obligations in this Agreement and any other purpose expressly set out in this Agreement or otherwise agreed between us. We will not otherwise disclose or distribute the content uploaded by you, save for when required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.4. We may use the content uploaded by you for the purpose of data analytics or to further develop our AI Services or machine learning. Any such content shall be anonymised and used only for the purposes of improving the Services and our response to users of the website.
11.5. We have the right to disclose your identity to any third party claiming that any content posted or uploaded by you to our website constitutes a violation of their rights under Irish law.
12. PROHIBITED USES
12.1. You may use our website and Services only for lawful purposes. You may not use our website:
12.1.1. in any way that breaches any applicable local or international laws or regulations;
12.1.2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
12.1.3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and
12.1.4. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
12.2. You also agree:
12.2.1. not to reproduce, duplicate, copy or re-sell any part of our website in contravention of the provisions of our Terms; and
12.2.2. not to access without authority, interfere with, damage or disrupt:
12.2.3. any part of our website and Services;
12.2.4. any equipment or network on which our website is stored;
12.2.5. any software used in the provision of our website; or
12.2.6. any equipment or network or software owned or used by any third party.
13. INTELLECTUAL PROPERTY RIGHTS
13.1. You acknowledge that all intellectual property rights in our website and Services anywhere in the world belong to us, that rights in our website and Services are licensed (not sold) to you, and that you have no rights in, or to, our website and Services other than the right to use them in accordance with these Terms.
13.2. Any intellectual property rights in content uploaded by you to our website and Services shall continue to belong to you or their respective owners. You agree that you grant us a royalty-free and non-exclusive licence to use, reproduce, publish and display such intellectual property rights for the purposes of performing the Services, promotional purposes, internal administrative purposes and any other purposes set out in these Terms, including for the purpose of improving the Services and our responses to users of the website.
13.3. You acknowledge that you have no right to have access to our website and Services in source code form.
14. WARRANTIES
14.1. While we make all efforts to maintain the accuracy of the information on our website, we provide the Services, website and all Related Content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.
14.2. As part of the Services, you may communicate with AI and have access to AI generated content and information. Any information about AI Services is provided on an “as is” basis. We do not make any warranties, express or implied, as to the qualifications, quality, suitability, fitness for purpose, completeness or correctness of any AI generated content and information.
14.3. The AI generated content and information is provided for general information purposes only and is not intended to constitute or substitute legal, financial or other professional advice of any kind whatsoever. The AI generated content and information is not intended or implied to be a substitute for professional advice. You are encouraged to confirm any information obtained from or through our AI Services with other sources and review all information provided. Please do not disregard professional advice or delay seeking advice because of something you have read on our website or in the AI generated content and information.
14.4. Smartaitoolz makes no representations about the suitability, reliability, timeliness, comprehensiveness and accuracy of the AI generated content and information, information, services and other content contained on our website.
14.5. Smartaitoolz cannot guarantee that the AI generated content and information and content and the provision of the content of our website will always be correct or fault, error and virus free.
14.6. Smartaitoolz does not accept liability for incorrect content or errors and omissions in AI generated content and information on our website or its content (whether of legal, typographical, technical, or other nature).
14.7. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our website or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, our website, the Related Content, or electronic communications sent by us are free of viruses or other harmful components.
15. LIMITATION OF LIABILITY
15.1. We are not liable for the completeness, accuracy or correctness of any AI generated content and information and any Related Content. You expressly agree that your use of the Services and our website, including reliance on any AI generated content and information, is at your sole risk.
15.2. You agree not to use the Services, our website and the Related Content for any resale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our website or any other website or software) for:
15.2.1. loss of profits, sales, business, or revenue;
15.2.2. business interruption;
15.2.3. loss of anticipated savings;
15.2.4. loss or corruption of data or information;
15.2.5. loss of business opportunity, goodwill or reputation; or
15.2.6. any other indirect or consequential loss or damage.
15.3. Nothing in these Terms shall limit or exclude our liability for:
15.3.1. death or personal injury resulting from our negligence;
15.3.2. fraud; and/or
15.3.3. any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.
15.4. Our website is not intended to serve a record-keeping function and we shall not be liable for any loss of data or content.
15.5. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services and our website. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and our website which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
16. INDEMNITY
You agree to indemnify and hold us, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns harmless from and against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default or omission, whether in your use of our website, Services, and/or any websites or software in relation thereto or otherwise, and whether in respect of your breach of these Terms (including our Privacy Policy, Cookie Policy) or any laws or regulations or otherwise.
17. FORCE MAJEURE
We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors and will notify you of such an event and its expected duration as soon as reasonably possible.
18. OTHER IMPORTANT TERMS
18.1. We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or obligations under these Terms.
18.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
18.3. No joint venture, partnership or agency or employment relationship has arisen by reason of these Terms.
18.4. These Terms and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.
18.5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
18.6. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
18.7. These Terms, its subject matter and its formation, and any other disputes or claims in connection therewith, are governed by the law of Ireland. In the event of any such disputes or claims in connection with these Terms, you agree to first engage in good faith discussions with us to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days, we both irrevocably submit to the exclusive jurisdiction of the courts of Ireland.