Effective as of September 13, 2021
These NextAutomatica.com Terms (“Terms“) are between Nextautomatica, LLC. (“NextAutomatica” or “we“) and the party agreeing to them (“Developer” or “you“) and are entered into as of the date the Developer uses a NextAutomatica API or agrees to these Terms (the “Effective Date“).
If you are using a NextAutomatica API on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms and that by accepting the Terms, you are doing so on behalf of that entity (and all references to “you” in the Terms refer to that entity).
The parties agree as follows:
1. License To Use The API
Developer may use the API with Developer’s platform or service (the “Developer App“) to enable Developer’s end users (“Users“) to interact with the functionality of NextAutomatica’s AI-powered writing assistant product in accordance with these Terms and the Acceptable Use Policy. The “API” means the APIs, SDKs, scripts, buttons, widgets, app keys, access tokens, and developer web pages and documentation that NextAutomatica makes available to developers.
2. Term And Termination
These Terms begin on the Effective Date and will remain in effect until terminated (the “Term“). NextAutomatica may terminate these Terms or suspend Developer’s access to all or any part of the API: (a) if Developer is in material breach of these Terms; (b) if NextAutomatica is required to do so by law; (c) if NextAutomatica ceases to offer any services covered by these Terms; (d) if NextAutomatica determines or has reason to believe the Developer or Developer App may cause harm or loss to NextAutomatica or any NextAutomatica users, or the Developer or the Developer App is or will be a threat to Users or the API; (e) for any other reason given with 15 days prior written notice to Developer; or (f) in order to address any security threat. Developer may terminate these Terms at any time by ceasing all use of the API and terminating Developer’s developer account. Upon the expiration or termination of these Terms: (w) Developer will discontinue all use of the API; (x) Developer will destroy any copies of the API and any related data in Developer’s possession and notify NextAutomatica, via email, confirming such destruction; (y) the rights granted in Section 1 (License to Use the API) will immediately terminate; and (z) Sections 3–17 will survive.
3. Fees
To the extent any API (or any portion or features thereof) is made available for any fee, Developer may be required to select a payment plan and provide NextAutomatica information regarding your credit card or other payment instrument. Developer represents and warrants to NextAutomatica that such information is true and that Developer is authorized to use the payment instrument. Developer will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Developer agrees to pay NextAutomatica the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms. Developer hereby authorizes NextAutomatica to bill Developer’s payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If Developer disputes any charges, Developer must let NextAutomatica know within sixty (60) days after the date that NextAutomatica bills or invoices. NextAutomatica reserves the right to change prices, and if NextAutomatica does change prices, NextAutomatica will provide notice of the change on the Developer portal or in email to Developer, at NextAutomatica’s option, at least thirty (30) days before the change is to take effect. Developer’s continued use of any API after the price change becomes effective constitutes your agreement to pay the changed amount. Developer shall be responsible for all taxes associated with APIs other than U.S. taxes based on NextAutomatica’s net income.
4. API Limitations
NextAutomatica may set and enforce limits on Developer’s use of the API (for example, by limiting the number of API requests that Developer may make), in our sole discretion. Developer agrees to, and will not attempt to circumvent, such limitations documented with each API or as otherwise communicated by NextAutomatica.
5. Ownership
As between the parties, NextAutomatica owns all right, title, and interest, including all intellectual property rights, in and to the API, including any derivatives of or improvements, modifications, and enhancements to the API, and Developer owns all right, title, and interest, including all intellectual property rights, in and to the Developer App.
6. Feedback
At its option, the Developer may provide feedback or suggestions about the APIs to NextAutomatica (“Feedback“). If the Developer provides Feedback, then NextAutomatica and its affiliates may use that Feedback without restriction and without obligation to the Developer.
7. Confidentiality
Developer will maintain the confidentiality of and not disclose to any third party: (a) all non-public information disclosed by NextAutomatica to Developer under these Terms and (b) the API, API credentials, all Feedback, all API performance data, and all other information obtained through use of the API, unless, in each case of (a) and (b), if required to do so by law, regulation, court order, or valid legal process.
8. Data Processing
The data Users submit via the API is the “Developer User Data”. Users may be either signed in or out of a NextAutomatica account while using the API within the Developer App. For those Users who are signed out, NextAutomatica will process the Developer User Data in accordance with the NextAutomatica for Developers Data Processing Addendum and Developer hereby grants NextAutomatica a non-exclusive, non-transferable, worldwide, limited right to host, copy, reproduce, distribute, use, transmit, and display Developer User Data for NextAutomatica to provide, protect, and improve the API. For those Users who are signed into a NextAutomatica account, NextAutomatica will process the Developer User Data in accordance with NextAutomatica’s Terms of Service and Privacy Policy
9. Performance Metrics
To provide, protect, and improve the API, NextAutomatica may aggregate, collect, and analyze data and other information relating to the API and (during and after the Term) disclose such data and other information solely in an aggregated and anonymized format that does not identify Developer or any individual.
10. Warranties; Disclaimer
1. Mutual Warranties
Each party represents and warrants to the other that: (a) these Terms constitute a valid and binding agreement enforceable against such party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of these Terms.
2. Developer Warranties and Covenants
Developer represents, warrants, and covenants that: (a) it has and will obtain all consents, rights, and licenses necessary for (1) Developer to use the API and the functionality of NextAutomatica’s product with Developer’s Users or customers in a live production environment and as otherwise contemplated by these Terms, and (2) NextAutomatica to use the Developer User Data as contemplated by these Terms; and (b) it will operate its business, use the API, and provide the Developer User Data to NextAutomatica, in compliance with all laws, orders, and regulations.
3. Disclaimer
THE API IS PROVIDED “AS IS,” AND NextAutomatica DOES NOT WARRANT THAT THE API WILL OPERATE WITHOUT ERROR OR INTERRUPTION. NextAutomatica SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. DEVELOPER AGREES THAT ANY DECISION (INCLUDING ANY LENDING, INVESTMENT, PURCHASE, OR DISPOSITION DECISION) REGARDING OR RELATING TO OR BASED ON THE USE OR IMPLEMENTATION OF ANY OUTPUT, DATA, ANALYSIS, RECOMMENDATION, OR ADVICE CONTAINED IN THE API IS MADE SOLELY BY DEVELOPER, AND ITS AGENTS AND EMPLOYEES, AT THE SOLE AND EXCLUSIVE DIRECTION AND EXCLUSIVELY FOR THE RISK OF DEVELOPER AND ITS AGENTS AND EMPLOYEES.
11. Limitation Of Liability
TO THE FULLEST EXTENT PERMITTED UNDER LAW: (A) GRAMMANextAutomatica’s RLY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED $100; AND (B) IN NO EVENT WILL NextAutomatica BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THERE TERMS.
12. Indemnification
1. Indemnity
Unless prohibited by applicable law, Developer will defend and indemnify NextAutomatica, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding (a “Claim”) to the extent arising from: (i) Developer’s misuse or Developer’s User’s misuse of the APIs; (ii) Developer’s violation or Developer’s Users’ violation of the Terms; or (iii) any content or data routed into or used with the APIs by Developer, those acting on Developer’s behalf, or Developer’s Users.
2. Procedure
NextAutomatica or the other individual entitled to indemnification under this Section will give the Developer prompt written notice of the Claim and grant NextAutomatica full and complete control over the defense and settlement of the Claim. The Indemnitee will provide the Indemnitor with such assistance in connection with the defense and settlement of the Claim as the Indemnitor may reasonably request. The Indemnitee will comply with any settlement or court order made in connection with the Claim. The Indemnitee will not defend or settle any Claim without the Indemnitor’s prior written consent. The Indemnitee will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but the Indemnitor will have sole control over the defense and settlement of the Claim.
13. Arbitration
For any dispute Developer has with NextAutomatica, Developer agrees to first contact NextAutomatica and attempt to resolve the dispute with NextAutomatica informally. If NextAutomatica needs to contact Developer, NextAutomatica will do so at the email address associated with Developer’s NextAutomatica developer account. If NextAutomatica has not been able to resolve the dispute with Developer informally, the parties agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of, connected to, or relating to these Terms or use of the API through binding, individual arbitration or (for qualifying claims) in small claims court. Developer agrees that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. This arbitration provision shall survive termination of these Terms.
Any arbitration will be administered by the American Arbitration Association (“AAA“) under the Commercial Arbitration Rules then in effect for the AAA, except as provided herein. Developer can find the AAA’s forms at www.adr.org Each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with AAA rules, except that NextAutomatica will reimburse Developer for Developer’s reasonable filing, administrative, and arbitrator fees if Developer’s claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If Developer’s claim is for $10,000 or less, the parties agree that Developer may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If Developer’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts, including for matters related to data security, intellectual property, or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND NextAutomatica ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO DEVELOPER. To the extent any claim, dispute, or controversy regarding NextAutomatica or the API isn’t arbitrable under applicable laws or otherwise: the parties agree that any claim or dispute regarding NextAutomatica will be resolved exclusively in accordance with Section 17 (Miscellaneous).
14. Publicity
Developer will not make any statement regarding the use of an API which suggests partnership with, sponsorship by, or endorsement by NextAutomatica without NextAutomatica’s prior written approval. In connection with promoting, marketing, or demonstrating the APIs you are using, NextAutomatica may use Developer’s name or product name. Developer grants NextAutomatica all necessary rights for the above purposes.
15. Export
Developer will comply with all U.S. export control laws. Developer is not located in a country or region embargoed by the U.S. Government or identified on OFAC’s List of Specially Designated Nationals, or any other government prohibited parties list, and Developer will not permit the use of the API by any person or entity identified on those lists. Developer will not provide, export, re-export, or transfer any part of the API to any embargoed country or region, or to governments or governmental instrumentalities of any embargoed country or region, absent a license or other necessary governmental authorization.
16. Modifications
NextAutomatica may revise these Terms from time to time. If, in NextAutomatica’s sole discretion, a revision is material, NextAutomatica will notify Developer by emailing the email address associated with Developer’s account. In the event of a material revision, if Developer does not agree to the revised Terms, Developer may terminate the Terms within 30 days of receiving notice of the revision. If a revision is not material, NextAutomatica will post the revised terms on its website, and Developer is responsible for checking these postings regularly. By continuing to access or use the API after revisions of the Terms become effective, Developer agrees to be bound by the revised Terms.
17. Miscellaneous
These Terms are governed by the laws of the State of California without regards to its conflict of laws principles. Any disputes between the parties about the arbitration provision above or not subject to that arbitration provision shall be brought in the state courts and the Federal courts located in San Francisco, CA, and the parties hereby consent to the personal jurisdiction and venue of these courts. This is the entire agreement between the parties relating to the subject matter hereof. Except as otherwise permitted in these Terms, no waiver or modification of these Terms will be valid unless in writing signed by each party. The terms of a Developer purchase order or any other document that conflicts with, or in any way purports to amend, any of the terms of these Terms are hereby specifically objected to and will be of no force or effect. There are no third-party beneficiaries to these Terms. Neither these Terms nor any rights under these Terms may be assigned or otherwise transferred by Developer, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of NextAutomatica.