January 25, 2023
PLEASE READ THE FOLLOWING CAREFULLY BEFORE INSTALLING AND/OR USING THE SOFTWARE. BY CLICKING “I AGREE” OR “ACCEPT” (OR OTHER SIMILAR BUTTON), OR BY OTHERWISE ACCESSING AND/OR USING ANY PART OF THE SERVICE (DEFINED BELOW), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (the "Agreement"), THE DATE OF SUCH OCCURRENCE BEING THE "EFFECTIVE DATE".
THIS AGREEMENT CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND Toktent, LLC, DBA UGC Scripts (“Toktent”, “UGC Scripts” "we”, “us” or “our”), AND GOVERNS YOUR ACCESS AND USE OF THE SOFTWARE AND SERVICES, AS WELL AS ANY FUTURE SOFTWARE OR SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT AND IN SUCH CASE ALL REFERENCES TO “you” HEREINAFTER SHALL MEAN SUCH ENTITY. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT DOWNLOAD, INSTALL OR USE THE SERVICE. BY ACCESSING, INSTALLING, DOWNLOADING OR USING OUR WEBSITE, SERVICES AND/OR SOFTWARE, YOU CONFIRM THAT YOU ARE AT LEAST 18 YEARS OLD (OR IF YOU ARE YOUNGER THAN 17 YEARS OLD, INCLUSIVE, THAT YOU ARE ACCESSING, INSTALLING, DOWNLOADING OR USING OUR WEBSITE, SERVICES AND/OR SOFTWARE ONLY WITH THE APPROVAL OF YOUR PARENT OR GUARDIAN AND, IF APPLICABLE, WITH THE SUPERVISION OF A TEACHER, EDUCATOR OR EQUIVALENT), THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT, AND THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE EXTENT THAT CONSUMER PROTECTION OR LOCAL LAWS OR REGULATIONS GRANT YOU MANDATORY OR STATUTORY RIGHTS, THIS AGREEMENT SHALL ONLY LIMIT SUCH RIGHTS TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAWS OR REGULATIONS.
The following capitalized terms have the meanings set forth below:
1.1 "Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, technology, and other intellectual property, and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.
1.2 "Law" means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.
1.3 "License Scope" means any Service usage and/or consumption limitations and parameters (for example, as to volume of users, location, features, duration, etc.) set forth in the Software registration page.
1.4 “Subscription Plan” means any written or electronic order form selected (online or by other means) by you by clicking and/or execution, as applicable, for the provision of the applicable license granted under this Agreement.
1.5 "Service" means the services provided by the Software including, without limitation, a writing assistant Software and the document summarization Software ("Summarization Service").
1.6 "Software" means UGC Scripts’s Web Application found on on ugcscripts.com, app.ugcscripts.com and ugcscripts.ai, including all software’s features and interfaces.
2.1 General. Subject to the terms and conditions of this Agreement, UGC Scripts grants you a personal, limited, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license (“License”), to use the Software in accordance with this Agreement; solely for your own personal purposes.
2.2 Restrictions. You agree not to, and shall not permit any third party to: (i) sublicense, redistribute, sell, lease, lend or rent the Software; (ii) make the Software available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iii) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Software; (iv) copy (except for back-up purposes), modify, improve, or create derivative works of the Software or any part thereof; (v) circumvent, disable or otherwise interfere with security-related features of the Software or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Software; (vi) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Software; (vii) use any communications systems provided by the Software to send unauthorized and/or unsolicited commercial communications; (viii) use the UGC Scripts name, logo or trademarks without our prior written consent; and/or (ix) use the Software to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement.
2.4 Hosting. The Service will be hosted by one or more third party hosting services providers or systems selected by UGC Scripts at its discretion and from time to time ("Hosting Provider"). The availability of the Service will be subject to the terms and uptime commitments offered by each such Hosting Provider.
In order to access the Service, you may be required to set up an account by submitting the information requested in the applicable form or interface ("Account"). You represent and warrant that all information submitted during the set up process is, and will thereafter remain, complete and accurate. As between UGC Scripts and you, you alone shall be responsible and liable for maintaining the confidentiality and security of the Account credentials, as well as for all activities that occur under or in such Account.
4.1 Ownership. The Software is licensed as explained above and not sold to you under this Agreement and you acknowledge that UGC Scripts and its licensors retain all title, ownership rights and Intellectual Property Rights in and to the Software. We reserve all rights not expressly granted herein to the Software.
4.2 UGC Scripts Content. Except for the User Content (as defined in clause 5.3 below) the: (i) content on the Software, including, without limitation, the text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (the “Materials”), (ii) the trademarks, service marks and logos contained therein (“Marks”, and together with the Materials, the “UGC Scripts Content”), are the property of UGC Scripts and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “UGC Scripts”, and the UGC Scripts logo are Marks of UGC Scripts and its affiliates.
4.3 User Content and Use Derived Content. You are solely responsible for all interactions, text, documents or other content or information uploaded, entered or otherwise transmitted by you in connection with your use of the Services and/or Software (“User Content”) and the User Derived Content (as defined below). User Content and/or User Derived Content may include, among other things, mistakes, typos, wording, and text contained in the content or information transmitted by you. To the maximum extent permitted by law, UGC Scripts shall have no liability to you with respect to the User Content and or the User Derived Content, including, without limitation, liability with respect to: (i) any information(including your confidential information) contained in or apparent from any User Content and/or the User Derived Content; and/or (ii) any copy right infringement claim or another infringement claim by a third party in relation to or in connection with the User Content and/or the User Derived Content. You warrant, represent and covenant that: (i) you own or have a valid and enforceable license and all the necessary rights to use, submit or transmit all User Content and use the Service and the Software; (ii) that no User Content or User Derived Content (as defined below) infringes, misappropriates or violates or will infringe, misappropriate or violate, the rights (including, without limitation, any copyrights or other intellectual property rights) of any person or entity or any applicable law, rule or regulation of any government authority of competent jurisdiction; (iii) all summaries, content or text derived or extracted from the User Content using the Summarization Service and/or Software("User Derived Content") shall be used by the User for personal or lawful business use only; and (iv) the User shall not disseminate or distribute the User Content or User Derived Content in breach of any applicable law or third party's intellectual property rights or other rights. You acknowledge that the Services and the Software do not operate as an archive or file storage service. You are solely responsible for the backup of User Content and other safe guards appropriate for your needs. You retain all right, title, and interest in and to your User Content. To the maximum extent permitted by law, by uploading or entering any User Content, you give UGC Scripts (and those it works with) a nonexclusive, worldwide, royalty-free and fully-paid, transferable and sub-licensable, perpetual, and irrevocable license to copy, store and use your User Content in order to (i) provide the Software and Services; (ii) administer and make improvements to the Software and Services (including, to improve the algorithms underlying the Software and the Services); and (iii) collect and analyze anonymous information. To the extent that User Content contains any third party data, you hereby warrant to have obtained all required consents from such third party to allow UGC Scripts to use the User Content as set forth above.
4.4 Feedback. If UGC Scripts receives any feedback (e.g., questions, comments, suggestions or the like) regarding any of the Services and/or Software (collectively, “Feedback”), all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to UGC Scripts and that such shall be considered UGC Scripts's Confidential Information. You hereby irrevocably, fully and unconditionally transfer and assign to UGC Scripts all Intellectual Property Rights and remaining rights you have in such Feedback, without any further step or payment being necessary, and waive any and all moral rights you may have in respect thereto, and the right to assert or take legal action in connection with such rights. It is further understood that use of Feedback, if any, may be made by UGC Scripts at its sole discretion, and that UGC Scripts in no way shall be obliged to make use of any kind of the Feedback or part thereof.
5.1 Subscription Fees. In consideration for the Services, you will have to pay the applicable, non-refundable subscription fees set forth in the Subscription Plan (“Subscription Fees”) at such times and for such periods as set forth therein. Your payment may be processed through a third party payment processing service, and additional terms may apply to such payments. We reserve the right to use other third party payment processing services for such purposes in the future. Unless otherwise stated in the Subscription Plan, all amounts payable under this Agreement are non-refundable, non-cancellable, and exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties. For all versions of the Services, we reserve the right in the future to charge a fee for features and/or uses which are currently made available free of charge. Any failure to pay applicable charges may result in you not having access to some or all of the Services.
5.2 Trial period. UGC Scripts may offer a free trial period for evaluation purposes during the applicable trial period (“Trial Period”) prior to charging for the Subscription Fees. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE MAXIMUM PERMITTED BY LAW UGC Scripts AND UGC Scripts AFFILIATES WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS OR LIABILITIES WHATSOEVER, WITH RESPECT TO TRIAL PERIODS, AND UGC Scripts HAS THE RIGHT TO TERMINATE A TRIAL PERIOD AT ANY TIME AND FOR ANY REASON.
The Software may use or include third party open source software, files, libraries or components that may be distributed to you and are subject to third party open source license terms. If there is a conflict between any open source license and the terms of this Agreement, then the open source license terms shall prevail but solely in connection with the related third party open source software. To the maximum extent permitted by law, UGC Scripts makes no warranty or indemnity hereunder with respect to any third party open source software.
8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE THAT THE SERVICE, THE UGC Scripts CONTENT, AND ANY OTHER GOODS AND/OR SERVICES PROVIDED OR MADE AVAILABLE BY UGC Scripts HEREUNDER OR RELATED THERETO (COLLECTIVELY, THE "UGC Scripts MATERIALS") ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR REGARDING SECURITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET POSSESSION, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, RELIABILITY, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY UGC Scripts, ITS SUPPLIERS, AND LICENSORS.
8.2 TO THE MAXIMUM EXTEN BT PERMITTED BY LAW, UGC Scripts AND ITS LICENSORS DO NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, OR QUALITY OF UGC Scripts MATERIALS, THE SERVICES OR THE SOFTWARE; (B) THAT YOUR USE OF UGC Scripts MATERIALS, THE SERVICES OR THE SOFTWARE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; (C) REGARDING THE OPERATION OF ANY NETWORKS, THE PASSING OR TRANSMISSION OF DATA VIA ANY NETWORKS OR THE CLOUD, OR ANY OTHER CELLULAR ORDATA CONNECTIVITY PROBLEMS; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY LAWS, REGULATIONS, OR OTHER GOVERNMENT OR INDUSTRY RULES OR STANDARDS. WE DO NOT WARRANT THAT THE CONTENT AVAILABLE ON, OR GENERATED BY, THE SOFTWARE OR THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE AND/OR THAT THE SERVICE OR THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL CODE. WE RESERVE THE RIGHT TO MAKE CHANGES IN OR TO THE CONTENT, THE SOFTWARE AND/OR THE SERVICES, OR ANY PART THEREOF, WITHOUT GIVING YOU ANY NOTICE PRIOR TO OR AFTER MAKING SUCH CHANGES. UGC Scripts WILL NOT BE LIABLE OR OBLIGATED IN RESPECT OF DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR HOSTING PROVIDERS.
8.3 YOU ARE ADVISED NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE WEB APPLICATION. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH THE USE OF THE SOFTWARE OR SERVICE. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM YOUR USE OF THE SERVICES AND/OR FOR ANY TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
8.4 Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR ANY LICENSOR OR SUPPLIER OF UGC Scripts, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, OR WASTED EXPENDITURE; (C) ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. TO THE MAXIMUM EXTENT PERMITED BY LAW, THE COMBINED AGGREGATE LIABILITY OF UGC Scripts AND ITS AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, THE SOFTWARE AND THE SERVICE SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID (IF ANY) BY YOU TO UGC Scripts UNDER THIS AGREEMENT IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY. THE FOREGOING EXCLUSIONS AND LIMITATION SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY SUTY), MISREPRESENTATION, RESTITUTION,OR OTHERWISE.
You may have access to certain non-public or proprietary information and materials of UGC Scripts and/or its Affiliates, whether in tangible or intangible form ("Confidential Information"). You shall take commercially reasonable measures to protect the UGC Scripts’s Confidential Information within your possession or control, from misuse or disclosure to a third party. You shall use the UGC Scripts's Confidential Information solely for the purposes of performing under this Agreement. In the event that you are required to disclose Confidential Information of UGC Scripts pursuant to any Law, regulation, or governmental or judicial order, you will (a) promptly notify UGC Scripts in writing of such Law, regulation or order, (b) reasonably cooperate with UGC Scripts in opposing such disclosure, (c) only disclose to the extent required by such Law, regulation or order (as the case may be).
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless UGC Scripts and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, theSoftware (ii) your violation of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; and (iv) a third party claim relating to or in connection with the UserContent and/or the User Derived Content (including but not limited to a claim for copyright infringement or related to intellectual property or proprietary rights). Without derogating from or excusing your obligations under this section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
You agree to comply fully with all applicable export laws and regulations to ensure that neither the Software and/or the Services nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
We may from time to time and our discretion provide updates or upgrades to the Software and/or the Services (each a “Revision”), but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the Software. All references herein to the Software shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original Software, unless the Revision is accompanied by a separate license agreement which will govern the Revision.
14. TERM AND TERMINATION
14.1 This Agreement is effective until terminated by UGC Scripts or you. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the Software and/or the Services; and/or (ii) terminate this Agreement and your use of the Software and/or the Services, if you engage in any conduct or activities that we determine, in our sole discretion, violate this Agreement or the rights of UGC Scripts or any third party, or is otherwise inappropriate, and, to the maximum extent permitted by law, UGC Scripts shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the Software in any way, your only recourse is to immediately discontinue use of the Software. Unless otherwise stated in the Subscription Plan or required under applicable law, termination shall not give rise to any refund.
14.2 Upon termination of this Agreement, you shall cease all use of the Software. This Section 14 and Sections 11 to 13, 18 and shall survive termination of this Agreement.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by UGC Scripts without restriction or notification.
To the maximum extent permitted by law, UGC Scripts reserves the right at any time to: (i) change any information, specifications, features or functions of the Services and/or Software, including any Trial Period, (ii) suspend or discontinue, temporarily or permanently, any or all of the Services or Trial Period, including the availability of any feature, database or content, or (iii) impose limits on certain features and Services or restrict access to parts or all of the Services, including any Trial Period, in each case with or without prior notice and without any liability to you or any third party. UGC Scripts may from time to time update or revise this Agreement. If UGC Scripts updates or revises this Agreement, UGC Scripts will post the updated or revised Agreement on the website or by any other manner chosen by UGC Scripts in its commercially reasonable discretion. Such change will be effective thirty (30) days following the foregoing notification thereof, and your continued use of the Software and/or Services thereafter means that you accept those changes to the Agreement as updated or revised. You can view the most current End User License Agreement on our website. It is your responsibility to review the Agreement periodically and we encourage you to do so.
Notwithstanding anything to the contrary and to the fullest extent permissible by law, this Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws rules. You agree to submit to the personal and exclusive jurisdiction of the courts located in Los Angeles, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
This Agreement, and any other legal notices published by us in connection with the Software, shall constitute the entire agreement between you and UGC Scripts concerning the Software. In the event of a conflict between this Agreement and any of the foregoing, the terms of this Agreement shall prevail. No amendment to this Agreement will be binding unless in writing and signed or otherwise executed by UGC Scripts. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.