These Wizard Ventures GmbH Terms of Service (these “Terms”) govern your use of and access to the Tona editing and transcription tool provided to you by Wizard Ventures GmbH. BY ACCEPTING THESE TERMS OR USING Tona YOU AGREE THAT YOU ARE ENTERING INTO AN AGREEMENT WITH US AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE Tona. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE AN EMPLOYEE OR AGENT OF SUCH COMPANY (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY (OR OTHER ENTITY). ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Tona is a competitor monitoring software, that allows you to track what your competitors are doing in certain areas of their business.
2. Scope of Application and General Provisions
2.2 For the avoidance of doubt: The Customer is a Consumer insofar as the purpose of the subscribed services is predominantly outside his trade, business or profession. On the other hand, a Customer is any natural or legal person or partnership with legal personality who or which, when concluding the Contract, acts in the exercise of his or its trade, business or profession.
2.3 Deviations from these ToU shall only be considered agreed if they have expressly been confirmed in writing by Tona. In particular, the mere omission of an objection by Tona against any general terms and conditions of the Customer shall not cause such terms and conditions to be considered agreed. This shall also apply if Tona performs Services unconditionally upon knowledge of opposing terms and conditions of the Customer or terms and conditions diverging from these ToU.
2.4 We reserve the right to change these ToU for justified reasons (including, but not limited to, security reasons, performance enhancement, adaptation to a new technical environment, due to increased user numbers, operational reasons, to comply with legal or regulatory requirements and/or difficulties in the execution of the contract not foreseeable by the parties at the time of the conclusion of the contract) at our reasonable discretion, but always taking into account the legitimate interests of the Customer. The amendments will be limited to adjustments in accordance with the relevant legitimate reason. In the event of an imminent change, we will inform the Customer in writing or text form with a period of at least thirty (30) days. If the Customer does not object within this period, the changes shall be deemed accepted with effect from that time. We will inform the Customer in the notification of the effect of silence and the significance of the period. The preceding paragraph shall not apply to such amendments which would lead to a change in the principle of equivalence (“Äquivalenzverhältnis”) of this contract (of performance and consideration) or to a change in the contract structure as a whole. In this case, we may offer the Customer continuation of the contract under the then amended terms and conditions. These amended conditions shall only be effectively agreed between the parties if the Customer accepts the continuation of the contract under the amended conditions. If the Customer is a consumer within the meaning of Section 13 of the German Civil Code (“BGB”) and a change affects the ability to access the Software or the usability of the Software, the following shall also apply: The Customer may terminate this Agreement free of charge within 30 days. The period begins with the receipt of the following information. If the change occurs after the receipt of the information, the time of the change shall take the place of the time of receipt of the information. Termination of the contract pursuant to this paragraph shall be excluded if (1) the impairment of the access option or usability is only insignificant or (2) the Customer retains the access option to the unchanged digital product and the usability of the unchanged digital product without additional costs. The Customer's regular right of termination shall remain unaffected. We shall inform the Customer within a reasonable period of at least 2 weeks prior to the time of the change by means of a durable data medium about (1) the features and time of the change and (2) the Customer's rights to terminate the contract with us free of charge; this shall not apply if the impairment of the accessibility or usability is only insignificant
You must be at least 16 years of age to access or use Tona. If you are accessing or using Tona on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms. If you are accessing or using Tona on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.
4. Registration and Account Information
You must create an account before using Tona. You must provide complete and accurate information as requested in the registration process, and must maintain and update all information provided as required to keep it current, complete, and accurate. Any failure to do so may, among other things, result in the deletion of your account and a refusal to allow you to resume any use of Tona. Account credentials may not be shared or transferred, except with an “Authorized User”, provided that such Authorized User must be your employee or contractor who has agreed to abide by these Terms and who is only authorized to use Tona for the purpose of performing their job function for you. You agree to maintain (and will ensure that your Authorized Users maintain) the security and confidentiality of user names and passwords. You are responsible for any and all activities that occur under your account, and you agree to immediately notify us of any unauthorized use of your account or any other breach of security related to your account or the Tona software.
6.1. License Grant. Subject to these Terms, we hereby grant you a limited, nonexclusive, nontransferable license to access and use Tona.
6.2. Restrictions and Limitations. You may not do any of the following: (a) license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make Tona, or any portion thereof, available to any third party, except as expressly permitted herein and subject to the terms set forth in these Terms; (b) reverse engineer, disassemble, or decompile the App or any other software required for use in connection with Tona or otherwise attempt to discover the source code for, or any trade secrets related to, the App or Tona; (c) remove any copyright, trademark or other proprietary notices from Tona, or any component thereof; (d) modify, alter or create any derivative works of Tona or any component thereof; (e) reproduce or distribute the App or Tona or copy any ideas, features, functions, or content thereof, except as expressly permitted under these Terms; or (f) use Tona, or any component thereof, for any purposes other than as expressly permitted herein. In using Tona, you must at all times comply with all applicable laws, rules and regulations. All rights not expressly granted in these Terms are reserved by us.
Ownership of Wizard Ventures GmbH, and all content and materials contained therein other than any User Content (as defined below), are owned solely by us or our licensees and are protected by the U.S. and international copyright laws. No title to or ownership of the Site, the App, Tona, or any proprietary rights associated with them is transferred to you by these Terms.
In the event that you provide us with any questions, comments, suggestions, opinions, observations, usage information, or feedback on Tona, including ideas for improvements, enhancements, and other charges (collectively the “Feedback”), you agree that such Feedback is the confidential information of ours and we are the sole owner of all Feedback, including all patent, copyright, trademark, trade secret, and other intellectual property rights therein, and may use and implement such Feedback in whole or in part without any notice or attribution, payment or other compensation, to you or any third-party. You hereby assign to us all rights, titles, and interests you may have in and to all Feedback. You further agree to execute such documents and take, at our expense, such actions as we may reasonably request to effect, perfect, confirm and enforce our ownership interests and other rights as set forth in Section 9.
9. User Content and Conduct
9.1. User Content Rules. Users may create or provide content, data, audio files, images, video files, text, information, and other items (collectively the “User Content”) including for use in connection with projects Users creates using Tona (collectively the “Projects”). User is solely responsible for all User Content, and we are neither responsible nor liable for such User Content or for the use, availability, deletion, correction, destruction, damage, or loss thereof. User will not create, upload, transmit, publish or otherwise use, on or in connection with Tona, any User Content that: (a) infringes upon or violates the rights of any third party including any copyright, trademark, trade secret, or other intellectual property rights, rights of publicity, rights of privacy, or contract rights; (b) is illegal, defamatory, obscene, pornographic, vulgar, indecent, lewd, offensive, threatening, abusive, harmful, inflammatory, deceptive, false, misleading, or fraudulent; (c) promotes hatred, discrimination, bigotry, racism, harassment, violence or harm against any individual or group; (d) violates, or encourages any conduct that would violate, any applicable laws, rules or regulations or give rise to any civil liability; (e) contains any viruses, corrupted data or other harmful, disruptive or destructive files; (f) restricts, interferes with or inhibits any other person from using or enjoying Tona; (g) that is directed to children under 16, contains any protected health information or involves financial products or services; or (h) that would otherwise expose us or any third party to liability, special regulations, or harm of any kind. We reserve the right to delete or block access to any User Content at any time and for any reason in its sole discretion, including if it receives any notices or otherwise believes that such User Content may be in violation of these Terms or may otherwise violate the rights of, or cause any harm or liability of any kind to, us or any third party.
9.2 License to User Content. We claim no ownership rights in your User Content. You hereby grant to us a nonexclusive, royalty-free, sub licensable, worldwide license to access, reproduce, distribute, process, publish, display, perform, adapt, modify, analyse, and otherwise use the User Content to provide, maintain, and improve Tona and the Wizard Ventures GmbH technology, without compensation to you, provided that our use of any Projects you create is subject to the usage limitations and confidentiality obligations set forth in Section 10 below.
9.3 User Conduct Rules. User is solely responsible for User’s conduct and agrees not to do any of the following in connection with Tona: (a) use Tona in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying and using Tona or that could damage, disable, disrupt, overburden or impair the functioning of Tona in any manner; (b) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (c) stalk, intimidate, threaten, or otherwise harass or cause discomfort to other users; (d) send distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; (e) harvest or otherwise collect or disclose information about other users without their consent; (f) use the Site or Tona for any illegal or unauthorised purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms; or circumvent or attempt to circumvent any filtering, security measures or other features we may from time to time adopt to protect us, Tona, its users or third parties; (g) use any data mining, robots or similar data gathering or extraction methods; and (h) distribute or enable any malware, spyware, adware or other malicious code. The user acknowledges and agrees that we are not liable in any manner for the conduct of other users of Tona.
10. Use of Project Information; Confidentiality
10.1 Use of Project Information. When you create a Project, we may access and use such Project for the following purposes (the “Permitted Purposes), subject to the confidentiality obligations set forth in Section 10.2 below: (a) We may use your Project for the purpose of providing Tona. Wizard Ventures GmbH automatically processes your Projects, but it does not involve human access to your Projects unless 1) you provide your consent 2) you request our White Glove service – which uses humans to monitor the competitors; or 3) we are required to do so by law. (b) If you use our White Glove Service or provide opt-in consent, we may also use your Projects to analyze and improve the quality of our service and our technology. If you provide us with your consent and later change your mind, you are free to withdraw your consent at any time by emailing us at email@example.com.
10.2 Confidentiality. We treat your Projects and the User Content contained therein (including audio and video files and written documents) as your "Confidential Information" in accordance with the terms of this Section 10.2. We will not, without your consent, use the Confidential Information other than for the Permitted Purposes or disclose the Confidential Information to any third party other than to our officers, directors, employees, agents, assigns, consultants, contractors, service providers, representatives, or affiliated entities who need to access such Confidential Information in connection with the Permitted Purpose and who are bound by confidentiality obligations to protect the confidentiality of such information or as required by law. We will use at least reasonable care to protect the confidentiality of the Confidential Information. In the event that we are required by law to disclose any of your Confidential Information, by subpoena, judicial or administrative order or otherwise, we will (to the extent legally permissible) use commercially reasonable efforts to give you notice of such requirement and permit you to intervene in any relevant proceedings to protect your interests in your Confidential Information. Confidential Information will not include, and the obligations herein will not apply to, any information or content: (a) that is known to us, prior to receipt from you, or is obtained from a source other than one having an obligation of confidentiality to you; (b) that has become known (independent of disclosure by you) to us directly or indirectly from a source other than one having an obligation of confidentiality to you; or (c) that has become publicly known or otherwise ceases to be secret or confidential, except through a breach of this Section by us, including if you designate a Project as “public” or post such information or content in a public area of the Site. User Representations and Warranties; Indemnity. User represents and warrants that (a) the User Content is original to User and does not and will not infringe upon or violate the intellectual property or other rights of any third party or these Terms, and (b) User will comply with all applicable laws, rules or regulations in connection with its use of Tona. User will defend, indemnify, and hold us harmless from and against all third-party claims, actions, proceedings, damages, costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorney fees) arising out of or related to the User Content, User’s conduct, use or misuse of Tona, or any breach or alleged breach of any of the representations or warranties set forth in these Terms.10
11. Third-Party Content
Wizard Ventures GmbH may include or provide access to third-party data, information, and content, including from other users of Tona (collectively the “Third Party Content”) as a service to those interested in this information. We do not control, endorse, or adopt any Third Party Content and make no representation or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness, or non-infringement. You acknowledge and agree that we are not responsible or liable in any manner for any Third Party Content, or for any use thereof in connection with Tona, and undertake no responsibility to update or review any Third Party Content. Users use such Third Party Content at their own risk.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU ACKNOWLEDGE THAT Tona AND ALL ITEMS AND SERVICES PROVIDED IN CONNECTION THEREWITH ARE BEING PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITH NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR ARISING BY LAW, REGARDING Tona (INCLUDING THE APP, THE SITE, AND ANY RELATED SERVICES) OR ANY CONTENT OR OTHER ITEMS YOU MAY FIND ON Tona, INCLUDING WITHOUT LIMITATION REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, PERFORMANCE, SECURITY, ACCURACY OR COMPLETENESS OF Tona. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, WITHOUT LIMITING THE FOREGOING, Tona DOES NOT REPRESENT OR WARRANT THAT (A) Tona WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR ACHIEVE ANY PARTICULAR RESULTS; (B) ANY TRANSCRIPTION, DATA, ANALYSIS OR REPORTS WILL BE ACCURATE OR RELIABLE; (C) MINOR ERRORS OR DEFECTS WILL BE CORRECTED; (D) THAT Tona WILL BE UNINTERRUPTED OR FREE FROM BUGS, ERRORS, OMISSIONS OR INTERRUPTIONS; OR (E) Tona OR THE SERVERS THAT MAKE Tona AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF DATA, LOST REVENUES, LOST BUSINESS OPPORTUNITIES OR OTHER ECONOMIC ADVANTAGE, FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE OPERATION, USE OF, OR INABILITY TO USE Tona, EVEN IF WE HAVE BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL OUR AGGREGATE LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS, Tona OR ANY OF OUR ACTIONS IN CONNECTION THEREWITH, OR YOUR USE OF OR INABILITY TO USE Tona, EXCEED THE GREATER OF $10.00 OR THE COMPENSATION YOU PAY, IF ANY, TO US FOR ACCESS TO OR USE OF Tona.
14. Auto-Renewal Policy and Termination
The term of the agreement shall be for the basic term as elected by the Customer, and shall automatically renew after the end of the basic term and of each renewal term, each time for the period of the basic term (each a "Renewal Term"), unless either Party gives notice to terminate in text form at least 1 day prior to the end of the basic term or a Renewal Term.
Notwithstanding any of these Site Terms, Company reserves the right, without notice and in its sole discretion, to terminate or suspend your account and your license to use the Site and to block or prevent future your access to and use of the Site at any time with or without cause. Upon any termination of your right to access or use Tona, you will cease all use of Tona, and we will delete all of the User Content that may be stored in connection with Tona. You are solely responsible for making backup copies of any User Content.
15. Electronic Communications
By creating a Tona account, you also consent to receive electronic communications from us (e.g., via email or by posting notices on our Site). These communications may include notices about your account (e.g., payment authorizations, password changes, and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
16. Compensation and Terms of Payment
16.1 The compensation for the use of the Software by the Customer and the respective terms of payment shall be based on the Pricing Page available at https://tona.so/pricing. The Contract is governed by the current version of the Pricing Page at the time the Contract is concluded or the switch to a more comprehensive Paid Plan. In case of renewal of a Paid Plan, the version of the pricing page applicable to the Customer does not change but remains the same.
16.2 All fees and prices indicated by Wizard Ventures GmbH are net prices. The VAT will come on top of that. The payment period depends on the Paid Plan chosen by the Customer and as set out on the Pricing Page. If the Pricing Page does not contain any provisions on the payment period, the compensation is to be paid monthly in advance upon receipt of the respective invoice issued by Wizard Ventures GmbH.
16.3 The available payment options are detailed on the Pricing Page. If the Pricing Page does not contain any provisions on the payment options, payments can be made via credit card.
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