Wordtune Business Terms of Service

2. Service Subscription

2.1. General. Subject to the terms and conditions of this Agreement, Wordtune grants Customer a personal, limited, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable right and license to do the following for Customer's own end-use (collectively, the "Subscription"):
(a) access and use the Service; and
(b) download, install and use the Software on a Customer-owned or -controlled device.

For the avoidance of doubt: (A) the Subscription is subject to the applicable Subscription Scope, and Customer shall not use any technical or other means within, or external to, the Service to exceed or circumvent the Subscription Scope, (B) the Service is only provided on a license/subscription basis (and is not sold) hereunder, and (C) Customer's use of the Software shall be subject to any applicable Usage Rules (defined below). Any rights not expressly granted herein are hereby reserved by Wordtune and its licensors, and, except for the Subscription, Customer is granted no other right or license in or to the Service, whether by implied license, estoppel, exhaustion, operation of law, or otherwise.

2.2. Restrictions. As a condition to (and except as expressly permitted by) the Subscription, Customer shall not do (or permit or encourage to be done) any of the following Subscription restrictions (in whole or in part): (a) copy, create public Internet “links” to, "frame", or "mirror" the Service; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Service; (d) modify, adapt, translate, or create a derivative work of the Service; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, weights, ideas, or algorithms) of, the Service or any Output; (f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the Service; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service or any Output; (h) use the Service or any Output to develop any service or product that is the same as (or substantially similar to), or otherwise competitive with, the Service; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service, or use any robot, spider, scraper, or any other automated means to access the Service; (j) employ any hardware, software, device, or technique to pool connections or reduce the number of Users or servers/machines that directly access or use the Service (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling'); (k) forge or manipulate identifiers in order to disguise the origin of any Input or other User Content; (l) take any action that imposes or may impose (as determined in Wordtune's reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; (m) use the Service in connection with any stress test, penetration test, competitive benchmarking or analysis, or vulnerability scanning, or otherwise publish or disclose (without Wordtune's prior express written approval) any the results of such activities or other performance data of the Service; (n) use the Service to circumvent the security of another person’s network/information, develop malware, unauthorized surreptitious surveillance, data modification, data exfiltration, data ransom or data destruction; and/or (o) use any communications systems or tools provided by the Service to send unauthorized and/or unsolicited commercial communications.

In addition, Customer may not use the Service and/or any Output for the purpose of (i) engaging in illegal activities; (ii) generating defamatory, libelous, harassing, abusive, or hateful content; (iii) infringing on intellectual property; (iv) generating malware or spam; (v) impersonating others; (vi) promoting harmful activities; (vii) engaging in any activity that has a that has high risk of physical or economic harm; and/or (viii) providing any medical or financial advice; (ix) represent that Output was human-generated when it was not; (x) Use Output to develop products or services that compete with the Service.

2.3. Output Responsibility. Customer acknowledges and agrees that artificial intelligence and machine learning are rapidly evolving fields, and that, given the probabilistic nature of artificial intelligence and machine learning, use of the Service may in some situations result in incorrect Output and/or the Output may not be unique across users and the Service may generate the same or similar Output for different users of the Service. Customer is solely responsible and liable for evaluating and verifying (including without limitation by human review) the Output as being suitable and appropriate for Customer's use. Wordtune recommends Customer to carefully test, review, and vet the Output before use or other implementation. In addition, Customer shall not engage in any automatic decision-making (including, without limitation, profiling), or rely upon Output in isolation to make a decision, relating to any person, which has a legal effect or a similarly significant effect on that person.

2.4. Additional Software. Wordtune may offer Customer additional software, including certain interfaces, for download ("Additional Software"), and in such cases references herein to the "Service" shall be deemed to include such Additional Software. As part of the Subscription, Customer may install and use Additional Software on devices Customer owns or controls, solely in conjunction with Customer authorized use of the Service. Upon expiration or termination of this Agreement for any reason, Customer shall cease any further use of the Additional Software and shall promptly uninstall and erase all copies thereof.

2.5. Delivery and Hosting. The Service will be made available to Customer electronically (via the Software or via other mutually agreed means). The Software and other components distributed to Customer shall be deemed accepted upon delivery. The hosting of the Service (and related processing) may be provided by a third party cloud hosting provider selected by Wordtune ("Hosting Provider"), and accordingly the availability of the Service shall be in accordance with the Hosting Provider's then-current uptime commitments.

2.6. Features and Functionalities; Feature Specific Terms. Wordtune may, from time to time, modify and replace the features and functionalities, as well as the user interface, of the Service. Some features and functionalities may in any event be restricted by geography or otherwise, in order for Wordtune to comply with applicable law or commitments to third parties. Customer agrees that its purchase hereunder is not contingent on the delivery of any future functionality or feature, or dependent on any oral or written statements made by or on behalf of Wordtune regarding future functionalities or features. Features and functionalities may be accompanied by separate or additional terms and conditions (in each case, "Feature Specific Terms"). Except to the extent expressly stated otherwise within Feature Specific Terms, all Feature Specific Terms apply in addition to (and not instead of) this Agreement.

2.7. Updates and Upgrades. Wordtune may from time to time and its sole discretion provide updates or upgrades to the Service (each a "Revision"), but are not under any obligation to do so. Such Revisions will not result in materially less performance or functionality of the Service, and will be supplied according to Wordtune's then-current policies, which may include automatic updating or upgrading without any additional notice to Customer. Customer consents to any such automatic updating or upgrading of the Service. All references herein to the Service shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original Service (or portion thereof), unless the Revision is accompanied by a separate terms and conditions which will govern the Revision.

2.8. YouTube API. Wordtune uses YouTube application programming interface (“API”) services to collect and process the captions of YouTube’s videos, as requested by Customer. When Customer requests Wordtune to retrieve videos from YouTube, Customer agrees to be bounded by YouTube's Terms of Service (https://www.youtube.com/t/terms). Google’s privacy policy is available here: http://www.google.com/policies/privacy.

3. Account

3.1. In order to access the Service, Customer may be given the opportunity (or otherwise be required) to create or generate an account by submitting the information requested in the applicable online registration page or Service interface ("Account"). Customer's Account registration may impose limitations on the number or types of Accounts; absent such limitations, Customer shall be entitled to a single administrator Account that will have administrative privileges over the Account ("Admin Account") and such number of user Accounts for each user (each, a "User Account"). Customer shall ensure that all information submitted during the registration process is, and will thereafter remain, complete and accurate. As between Wordtune and Customer, Customer shall be solely responsible and liable for maintaining the confidentiality and security of its Account credentials, as well as for all activities that occur under or in such Account. Customer shall immediately notify Wordtune in writing of any unauthorized access to, or use of, an Account, or any other breach of security.

3.2. At any time during the Subscription Term, Wordtune may collect or receive from log files and analytic information about the usage of the Service, and Wordtune may use this information for quality control purposes, for enforcement of this Agreement, and for analytic and statistics purposes, all the above without restrictions or limitations.

5. User Content

5.1. Ownership of User Content. As between the parties, Customer shall exclusively own all User Content.

5.2. Responsibility for User Content and User Derived Content. Customer is solely responsible and liable for all User Content, as well as for any summaries, content or text derived or extracted from the User Content using the Summarization Service and/or other tools of the Service ("User Derived Content"). Customer is solely responsible for the legality, accuracy and quality of User Content and User Derived Content, such as for ensuring that Customer’s collection, processing, storage and transmission User Content and User Derived Content is compliant with all applicable laws, as well as any and all privacy policies, agreements or other obligations Customer may maintain or enter into with its customers. Customer represents and warrants that: (a) no processing of User Content or User Derived Content under this Agreement (whether by Wordtune, its affiliates, or if applicable the Hosting Provider) will violate any law, proprietary right, or privacy right; and (b) it has obtained and will maintain all required consents and licenses, and will maintain all ongoing legal bases under relevant privacy laws (if applicable), necessary to provide, make available, and otherwise expose User Content  and User Derived Content to Wordtune, its affiliates, and the Hosting Provider (if applicable). Wordtune shall have no responsibility or liability to Customer with respect to any User Content and/or User Derived Content

5.3. Sensitive Data. Customer acknowledges and agrees that it shall not submit, upload, post, or otherwise provide any sensitive information to the Service. Sensitive information includes, but is not limited to, the following: (i) Personal Health Information: such as any information about an individual's health status, provision of healthcare, or payment for healthcare that can be linked to a specific individual; (ii) Confidential Financial Information: such as credit or debit card numbers, bank account numbers, and other financial account information; (iii) Passwords: such as passwords associated with your or any third party's account for the Service or for any other websites, platforms, or services; and (iv) Personal Identification Information: such as government-issued identification numbers, such as social security numbers, driver's license numbers, passport numbers, and similar identifying information.

5.4. Data Storage. The Service is not intended to, and will not, operate as a data storage or archiving product or service, and Customer agrees not to rely on the Service for the storage of any User Content. Customer is solely responsible and liable for the maintenance and backup of all User Content.

5.5. License to User Content. Customer hereby grants to Wordtune and its Affiliates a worldwide, non-exclusive, royalty-free, paid-up, sublicensable (through multiple tiers, such as to Wordtune's data subprocessors, Hosting Providers, as well as to third party service providers engaged by Wordtune in the provision of the Service), irrevocable right and license to copy, process, create derivative works of, modify, adapt, and otherwise use User Content (in any media, now known or hereafter developed): (A) during the Term of this Agreement, for the purpose of performing under this Agreement (such as providing, administering, and maintaining the Service and Software); and/or (B) as permitted under Section 8 (Data Usage and Privacy).

7. Subscription fees and trial period

7.1. Fees. Customer agrees to pay Wordtune the fees and other charges set forth in the Subscription Plan (the "Subscription Fees").

7.2. Fee Increases. Wordtune shall be entitled from time to time, and by written notice, to increase the Subscription Fees under the Subscription Plan; provided, however, that the updated Subscription Fees shall apply to the next Subscription Plan renewal, provided that such notice was given at least thirty (30) days prior to such renewal.

7.3. Payment Terms. Unless expressly stated otherwise in the Subscription Plan or this Agreement: (a) all Subscription Fees are stated, and are to be paid, in US Dollars; (b) all Subscription Fees are shall be paid in advance at the commencement of each billing cycle (except for Subscription Fees for overages, which are charged in arrears); (c) all payments and payment obligations under this Agreement are non-refundable, and are without any right of set-off or cancellation; (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month or the highest amount permitted by applicable Law; and (e) Wordtune shall be entitled to issue invoices (and any associated reporting) and billing notices via email to the applicable Customer contact email address specified in the Subscription Plan and/or via a functionality of the Service.

7.4. Payment Dispute. If Customer believes that Wordtune has invoiced Customer incorrectly, Customer must contact Wordtune no later than thirty (30) days after receiving the invoice in which the alleged error appeared; otherwise Customer shall be deemed to have waived all claims in connection with the applicable invoice and payment.

7.5. Taxes. Amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Wordtune's net income. Customer must provide a valid tax exemption certificate if claiming a tax exemption. In the event that Customer is required by any Law applicable to it to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Wordtune shall be increased by the amount necessary so that Wordtune receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction.

7.6. Payment Processing. Customer represents and warrants that all payment and billing information provided is (and will remain) complete and accurate, and Customer has obtained all necessary consents to enable the necessary payment method. If applicable to the payment method, payment of Subscription Fees may be processed through a third-party payment processing service (which will receive and process Customer's billing information), and additional terms may apply to such payments. Customer authorizes Wordtune (and/or its designee) to: (a) request and collect payment (and to otherwise take other billing actions, such as refunds) from Customer on a recurring basis; and (b) make any inquiries Wordtune deems necessary, from time to time, to validate Customer's designated payment method or financial information, in order to ensure timely payment of Subscription Fees (including, but not limited to, for the purpose of receiving updated payment details from Customer's payment, credit card, or banking account provider – such as, updated expiry date or card number).

7.7. Reporting; Usage Audit. Wordtune may issue Subscription- and Subscription Fee-related reporting and billing notices via email to the applicable Customer contact email address specified in the Subscription Plan, as well as via a functionality of the Service. Wordtune (or a third party it reasonably designates) shall, from time to time, be entitled to audit Customer's use of the Service (a "Usage Audit"), and Customer shall facilitate such Usage Audit by providing Wordtune with all access (including without limitation VPN access) reasonably requested by Wordtune (such as, for the purpose of calculating any Subscription Fees for overages).

7.8. Trial Period. Wordtune 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, Wordtune and Wordtune affiliates will have no warranty, indemnity, support, or other obligations or liabilities whatsoever, with respect to Trial Periods, and Wordtune has the right to terminate a Trial Period at any time and for any reason.

8. Data Usage and Privacy

8.1. Data Utilization Consent. By using the Service, Customer consents to Wordtune collecting and processing the Input and Output. Unless stated otherwise in the Subscription Plan, Wordtune may use the Input and Output on an anonymized basis to train its algorithms and improve the Service quality.. To the extent that Customer purchases a Subscription under the "Traceless Model" (as may be set forth in the applicable Subscription Plan), Wordtune will adopt a "Traceless Model" for your Input and Output. In this model, all Input and Output will be automatically deleted a few seconds after generation, ensuring that Wordtune neither stores nor utilizes it for training its algorithms or any other purpose.

8.2. Privacy Policy. Our privacy policy is available on our website ("Privacy Policy").

10. Disclaimers

THE SERVICE, THE OUTPUT, AS WELL AS ANY OTHER GOODS AND SERVICES PROVIDED OR MADE AVAILABLE BY OR ON BEHALF OF WORDTUNE HEREUNDER (COLLECTIVELY, THE "WORDTUNE MATERIALS") ARE PROVIDED AND MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL DEFECTS, AND ALL EXPRESS, IMPLIED AND STATUTORY CONDITIONS AND WARRANTIES (INCLUDING WITHOUT LIMITATION ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION, NON-INFRINGEMENT, OR QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR USAGE OF TRADE) ARE HEREBY DISCLAIMED BY WORDTUNE AND ITS SUPPLIERS AND LICENSORS.

Wordtune does not make any representation, warranty, guarantee or condition: (a) regarding the effectiveness, usefulness, reliability, timeliness, completeness, or quality of Wordtune materials; (b) that Customer's use of Wordtune Materials will be uninterrupted, secure or error-free; (c) regarding the operation of any cellular networks, the passing or transmission of data via any networks or the cloud, or any other cellular or data connectivity problems; or (d) regarding the satisfaction of, or compliance with, any laws, regulations, or other government or industry rules or standards. Wordtune 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 hosting providers or public networks. Customer is advised not to rely in any way on the correct functioning or performance of the Service. Customer assumes all risks and all costs associated with the use of the Service.

CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT WHEN ACCESSING AND/OR USING THE SERVICE, AND/OR CREATING TEXT (TO THE MAXIMUM EXTENT PERMITTED BY LAW): (I) CUSTOMER SHALL BE SOLELY RESPONSIBLE AND LIABLE FOR THE TEXT AND THE CONSEQUENCES OF CREATING, USING, OR SHARING THE TEXT; (II) CUSTOMER MAY BE EXPOSED TO TEXT FROM A VARIETY OF SOURCES; AND (III) WORDTUNE IS NOT RESPONSIBLE AND TAKES NO LIABILITY FOR THE ACCURACY, USEFULNESS, INTEGRITY, LAWFULNESS, TITLE, NON-INFRINGEMENT, FUNCTIONALITY, OR INTELLECTUAL PROPERTY RIGHTS OF, OR RELATING TO, SUCH TEXT.

Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

11. Limitation of Liability

11.1. EXCEPT FOR CUSTOMERS BREACH OF THE SUBCRIPTION AND/OR MISUSE OF THE SERVICE (FOR EXAMPLE, A BREACH BY CUSTOMER UNDER SECTION 2.2 (RESTRICTIONS)), IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:

1. ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;
2. ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS, ANTICIPATED SAVINGS, OR WASTED EXPENDITURE;
3. ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR
4. THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

11.2. THE COMBINED AGGREGATE LIABILITY OF WORDTUNE AND ITS AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO WORDTUNE UNDER THIS AGREEMENT IN THE SIX 63) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY.

11.3. 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 DUTY), STRICT LIABILITY, MISREPRESENTATION, OR OTHERWISE.

13. Indemnity

13.1. Indemnification by Wordtune. In the event that, during the term of this Agreement and the six (6) month period thereafter, a third party makes or institutes any claim, action, or proceeding against Customer alleging that Customer's authorized access and use of the Service in accordance with this Agreement infringes such third party's copyright or patent (an "Infringement Claim"), Wordtune shall:

(a) At its own expense, defend Customer against the Infringement Claim; and

(b) Indemnify and hold harmless Customer for any amount finally awarded against or imposed upon Customer by the court (or otherwise agreed in settlement) under the Infringement Claim.

13.2. Wordtune will have no obligation or liability under this Section (Indemnification by Wordtune) in respect of any Output, or otherwise to the extent that the Infringement Claim is based on or results from: (i) a modification to the Service not made by Wordtune; (ii) the combination of the Service with any third party product or service; (iii) any Customer instructions or specifications; (iv) any Customer breach under this Agreement; and/or (v) any failure by Customer to use the most current version of the Service made available by Wordtune pursuant to this Agreement.

13.3. Should the Service (in whole or in part) become, or in Wordtune's opinion be likely to become, the subject of an Infringement Claim or an injunction prohibiting Customer's use of the Service, then Customer permits Wordtune, at Wordtune's option and expense, to either: (x) obtain for Customer the right to continue using the Service (or part thereof, as applicable); or (y) replace or modify the Service (or part thereof, as applicable) so that its use hereunder becomes non-infringing; provided, however, that if (x) and (y) are not, in Wordtune's opinion, commercially feasible, Wordtune may terminate this Agreement upon written notice to Customer, and, following Customer's compliance with all post-termination obligations, Customer shall be entitled to receive a pro-rated refund of any prepaid Subscription Fees hereunder based remaining period of the Subscription Plan.

13.4. Indemnification by Customer. If Wordtune or its affiliates (or their respective directors, officers, or employees) (collectively, "Wordtune Indemnitees") incur or suffer any loss or liability whatsoever (including but not limited to a fine, penalty, damages award, legal costs and expenses such as attorney's fees, etc.) under or in connection with any demand, claim, suit, or proceeding made or brought (whether by an individual, organization, or governmental agency) against a Wordtune Indemnitee (each, a "Misuse Claim"), and such Misuse Claim arises directly or indirectly from any breach by Customer under this Agreement and/or from Customer's use of the Service, Customer agrees to:

1. At its own expense, defend Wordtune Indemnitees against the Misuse Claim; and
2. Indemnify and hold harmless Wordtune Indemnitees for such loss and liability, as well as for any amount finally awarded against or imposed upon Wordtune Indemnitees by the court (or otherwise agreed in settlement) under the Misuse Claim.

13.5. Indemnity Procedure. As a condition to indemnification under this Section (Indemnification), the indemnified Party agrees: (A) to provide the indemnifying Party with prompt written notice of the Infringement Claim or Misuse Claim, as applicable (the "Claim"); (B) to cede to the indemnifying Party sole control of the defense and settlement of the Claim (except that any settlement shall require the indemnified Party's prior written consent, not to be unreasonably withheld, conditioned or delayed); (C) to provide the indemnifying Party with all information and assistance reasonably requested by it; and (D) not to admit any liability under (or otherwise compromise the defense of) the Claim. The indemnified Party may participate in the defense of the Claim at its own cost and expense.

14. Term and Termination

14.1. Term of Agreement. This Agreement commences on the Effective Date and, unless terminated in accordance herewith, shall continue for the duration of the Subscription Term (defined below).

14.2. Renewals. Unless specified otherwise in the Subscription Plan, at the end of the term specified in the Subscription Plan (the "Subscription Term"), each Subscription Plan shall automatically renew for successive periods of equal length, unless either Party notifies the other Party in writing that it chooses not to renew the Subscription Plan ("Non-Renewal Notice"); provided, however, that the Non-Renewal Notice is given at least thirty (30) days prior to the end of the then-current Subscription Plan. At the commencement of each renewal Subscription Term, Wordtune shall be entitled to invoice Customer for the applicable Subscription Fees therefore.

14.3. Termination. This Agreement, as well as any Product Order, may be terminated as follows

1. In accordance with any termination rights specified the Subscription Plan;
2. Either Party may terminate this Agreement or a Subscription Plan for cause upon written notice if the other Party commits a material breach under this Agreement or the Subscription Plan, and fails to cure such breach within thirty (30) days after receiving written notice from the other Party alleging the breach. The foregoing 30-day cure period shall: (i) not be required if the breach is not curable; and (ii) be reduced to ten (10) days if the material breach in question is non-payment by Customer;  
3. Either Party may terminate this Agreement or any Subscription Plan upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (i) a receiver is appointed for the other Party or its property, which appointment is not dismissed within sixty (60) days; (ii) the other Party makes a general assignment for the benefit of its creditors; (iii) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief Law, which proceedings are not dismissed within sixty (60) days; or (iv) the other Party is liquidating, dissolving or ceasing normal business operations; and/or

14.4. Wordtune reserve the right, at any time, to: (i) discontinue or modify any aspect of the Software and/or the Services; and/or (ii) immediately terminate this Agreement and your use of the Software and/or the Services, if you engage in any conduct or activities that we reasonably determine violates this Agreement or the rights of Wordtune or any third party, or is otherwise inappropriate or fraudulent, and, to the maximum extent permitted by law, Wordtune 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.

14.5. Suspension. Wordtune reserves the right to temporarily suspend Customer's access to the Service: (a) if Customer is seven (7) days or more overdue on a payment; (b) if Wordtune deems such suspension necessary as a result of Customer’s breach of the Subscription (such as a breach under Section ‎2.2 (Restrictions)); (c) if Wordtune reasonably determines suspension is necessary to avoid material harm to Wordtune, to its other customers, or to the Service; or (d) as required by Law or at the request of governmental entities.

14.6. Upon termination of this Agreement, you shall cease all use of the Software. Upon termination of this Agreement for any reason: (a) the Subscription shall automatically terminate; (b) Customer shall cease all access to, and use of, the Service, and shall permanently erase any copies of the Software, and certify in a signed writing that it has done so; and (c) Customer shall pay any outstanding Subscription Fees and other charges that accrued as of termination (even if termination takes effective prior to the end of a billing cycle), which shall become immediately due and payable, and, if necessary Wordtune shall issue a final invoice therefor. This Section 14 and Sections 6 (Wordtune Intellectual Property Rights,) 10 (Disclaimers) to 13 (Indemnity), 17 (Governing Law and Disputes)  and 18 (Waiver and Remedies) shall survive termination of this Agreement, as shall any clause which ought by its nature to survive.