Terms of Service

May 23, 2024

Welcome to Converta! We are excited to have you onboard.

The following Terms of Service (`Terms`) govern your access to and use of the Converta platform and services (the Service), which includes any content, functionality, and services offered on or via Converta's website. The Service is operated by Converta Software UG (haftungsbeschränkt), situated at Jägerstraße 32 ℅ Antler Innovation GmbH, 10117 Berlin, Germany (`Converta`, `we`, `us`, `our`).

By registering for a free trial, creating an account, logging in, accessing, or otherwise using the Service, you (`Customer` or `you`) signify your agreement to be bound by these Terms, constituting a legal agreement between you and Converta. Should you be representing a company, organization, or another legal entity, you affirm that you possess the authority to bind such entity to these Terms.

It is essential that you read these Terms carefully before initiating the use of the Service. Accepting these Terms signifies your consent to be bound by them as well as our Data Processing Agreement (DPA), referenced herein by incorporation. In the event you disagree with these Terms or the DPA, you are requested not to access or utilize the Service.

These Terms, alongside any other agreements and documents expressly incorporated by reference within, dictate your access to and utilization of the Service, applicable to both guest users and registered users.

Acceptance of Terms

Your account creation, logging in, accessing, or use of our Service stands as confirmation of your comprehension, consent, and agreement to these Terms of Service, including any modifications or revisions which may be applied by Converta at its sole discretion from time to time. Should the Terms be updated, your continued use of the Service post-update indicates your acknowledgment and agreement to the alterations.

Free Trial Period

Upon signing up through our website, new customers are eligible to start with a free trial period, enabling you to evaluate our Service before any commitment. Please note that the use of the Service during this free trial period is also governed by these Terms.

Changes to the Terms

Converta reserves the sole discretion to amend, modify, or update these Terms at any time. When such changes occur, we will make a reasonable effort to notify you either through a noticeable posting on our website or via an email to the address associated with your account. It's important to ensure that your email address is kept current within our system to receive these notifications promptly. All changes to the Terms are effective immediately after they are posted on our website or sent via email, depending on the method of notification. The continued access to or use of the Service following the notification of revised Terms constitutes your acceptance of those changes. Should you disagree with the revised Terms, your sole recourse is to cease using the Service. By engaging with Converta, you acknowledge and consent to receive notifications regarding changes to the Terms through the mechanisms outlined above. We encourage you to review the Terms regularly to stay informed of any updates.

1. The Service

1.1. Overview

Converta is a customer intelligence platform that offers innovative tools for automating transcriptions of meetings and analyzing these transcriptions for customer-facing teams. Our state-of-the-art technology is designed to help our customers improve their processes through intelligent insights.

1.2. Free Trial Access

Converta is excited to offer a free trial phase to our new customers. This trial is designed to allow potential customers to experience the full power of our platform without any upfront commitments. During the free trial phase, customers will have access to a specific set of features of the Service, which will allow them to evaluate how Converta can benefit their organization.

1.3. Activation and Duration

Upon successful registration for the free trial, Converta will grant the customer access to the Service for a period of 14 days from the date of activation with no obligation to continue into a paid subscription. The access will allow the customer or Converta to add end-user accounts (`Active Users`) and to control or manage certain features of the Service. Access to the Service for Active Users during the free trial is limited and personal.

1.4. Service Availability and Maintenance

Converta uses commercially reasonable efforts to provide the highest possible Service availability, including during the free trial phase. However, Converta does not guarantee that the Service will be uninterrupted or error-free. Maintenance of the Service will be performed with an effort to schedule downtime during off-peak hours, minimizing service interruptions and delays.

1.5. Data Use and Privacy

During the free trial, Converta will continue to aggregate and anonymize metadata and other data generated during service delivery. The privacy and confidentiality of your data are paramount to us, in accordance with our Data Processing Agreement (DPA).

1.6. Transition to Paid Service

At the end of the free trial phase, the customer will have the option to subscribe to a paid service. If the customer decides to transition to a paid subscription, the full scope of the Service, as described in the Order Form and subject to these Terms and the DPA, will become available. The specific features, number of licenses, and duration will be set out according to the subscription package selected by the customer.

2. Use of the Service

2.1 Access to the Service

Subject to your compliance with these Terms, Converta grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the applicable subscription term, solely for your internal business purposes. This license is conditional upon your agreement not to sell, license, lease, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from the content, materials, or services accessed through the Service.

2.2. Account Registration

To access certain features or areas of the Service, you may be required to create an account. As part of the account setup and registration process, you must provide true, accurate, current, and complete information about yourself as prompted by our registration forms. You agree to update your information as necessary to maintain its truth and accuracy.

You are responsible for maintaining the confidentiality of your account passwords and any other login information. You are solely responsible for all activities that occur under your account. If you believe your account has become compromised or that there has been unauthorized use, you must notify us immediately.

2.3. Customer Responsibilities

As a user of the Service, you undertake:

To utilize the Service in accordance with these Terms and in compliance with all applicable laws and regulations.
Not to use any devices or software to interfere, or attempt to interfere, with the proper working of the Service, including but not limited to, imposing a disproportionately large load on Converta’s servers and infrastructure.
To refrain from using the Service in any manner that infringes, misappropriates, or violates the rights of any third party, including, but not limited to copyright, trade secret, contractual, privacy, or personal data protection rights.
Not to reverse assemble, compile, decompile, translate, or otherwise attempt to discover the source code or underlying components of the Service's models, algorithms, and systems, or any part thereof, except to the extent that such restrictions are contrary to applicable law.

2.4. Content of Analysis

Converta does not control the content of the analysis conducted through the use of the Service. You are solely responsible for the transcriptions analyzed, the conditions of their creation, their content, and their use.

2.5. Notice to Employees and Correspondents

In accordance with applicable laws and regulations, you must inform your employees and their correspondents about the analysis of their telephone and video conversations. Additionally, you must inform them of their right to object to the analysis at any time.

2.6. Processing of Personal Data

The processing of personal data through the use of the Service is governed by the Data Processing Agreement (DPA) agreed upon between the parties. The DPA is incorporated into and made a part of these Terms by reference.

2.7. Call Recording

When the call recording feature is activated, the recorded calls will be imported into the Service. Converta is not responsible for the content, its analysis, their use, and/or their import.

3. Obligations of the Customer during Free Trial Phase

3.1. General Use

Customers will use the Services provided during the free trial exclusively for internal business evaluation purposes within the functionality and quantity limitations specified for the free trial. The Customer must not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or commercially exploit the Services in any way. Customers are also prohibited from attempting to discover the source code of the Services or any part, feature, function, or user interface thereof.

3.2 Cooperation

Customers agree to take all reasonably necessary measures to enable Converta to deliver the Services effectively during the free trial. This includes, but is not limited to, providing Converta with accurate information as needed and ensuring that their hardware and software environments are compatible with the requirements of the Services.

3.3 Compliance

It is the responsibility of the Customer to ensure that the use of Converta's Services, even during the free trial, is in accordance with all applicable laws and regulations. This includes, but is not limited to, informing their employees and correspondents of the analysis of their communications and ensuring that any recorded or analyzed content complies with relevant data privacy and protection laws.

3.4 Limitations

During the free trial, the Customer is limited to the scope of features and functionalities provided by Converta for the trial period. Any use outside these limitations may result in termination of the free trial access and may require the Customer to subscribe to a paid plan to continue using the Services.

3.5 Conversion to Paid Subscription

Should the Customer decide to convert the free trial into a paid subscription, the Customer agrees to abide by the full terms and obligations under the standard Order Form and Terms of Service, including any additional obligations not covered during the free trial phase.

4. Term and Termination

4.1 Trial Period

The Service is provided to the Customer on a trial basis for a limited period, beginning on the date the Customer accepts these Terms during the onboarding process and ending 14 days thereafter (`Trial Period`). This Trial Period is offered to allow the Customer to evaluate the Service. At the end of the Trial Period, the Customer may choose to enter into a subscription agreement to continue using the Service.

4.2 Early Termination During Trial

Either Party may terminate the Agreement during the Trial Period by providing the other Party with written notice at least seven (7) days prior to the intended termination date. Termination during the Trial Period will be effective without further obligations or penalties for either Party, except for any breaches of this Agreement occurring prior to termination.

4.3 Subscription Term

Following the Trial Period, if the Customer elects to subscribe to the Service, the term of the subscription will be as set forth in the applicable order form and subject to early termination as provided herein.

4.4 Additional products and services

During the Term, Customer may purchase additional products or upgrade the Service. These will be set out on a separate Order Form.

4.4 Renewal of initial subscription

At the end of the initial subscription term, except as otherwise specified in an Order Form, all Converta subscriptions purchased by Customer pursuant to an Order Form (including any additional subscriptions added to the account) will renew automatically for the initial subscription term

4.5 Termination

Customer may terminate the Service, without giving any reason, by giving fourteen (14) days notice before the end of the commitment period. Customer may terminate the POC, without giving any reason, before the end of the POC term.

4.6 Termination for Breach

Either Customer or Converta may terminate the Agreement if the other party (i) materially breaches the Agreement and has not cured such breach within thirty (30) days after receiving written notice (if curable) without prejudice and in addition to any right or remedy that the non-defaulting party may have under the Agreement or applicable law, or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

4.7 Survival

All provisions of the Agreement that, by their nature, should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

5. Confidentiality

5.1 Definition of Confidential Information

Confidential Information refers to all information disclosed by a party (`Disclosing Party`) to the other party (`Receiving Party`), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, the business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by the Disclosing Party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

5.2 Protection of Confidential Information

The Receiving Party shall use the same degree of care to protect the confidentiality of the Disclosing Party's Confidential Information as it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein, and (iii) not disclose Confidential Information of the Disclosing Party to any third party.

5.3 Compelled Disclosure

If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Receiving Party shall disclose only the portion of the Confidential Information that is legally required to be disclosed, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

5.4 Protection of Data

Particularly pertaining to the free trial phase, all data provided by the Customer or generated during this phase will be treated as the Customer's Confidential Information, and the protections outlined in this Chapter will accordingly apply.

6. Force Majeur

6.1 Limitation of Liability

To the fullest extent permitted by law, neither party shall be liable for any indirect, incidental, special, exemplary, or consequential damages; this includes but is not limited to, damages for loss of profits, even if the parties have been advised of the possibility of such damages, whether based on contract, tort, negligence, strict liability, or otherwise. Furthermore, the aggregate liability of either party to the other, arising out of or related to this Agreement or the Service, will not exceed the fees actually received by Converta from the Customer under this agreement during the 12 months preceding the applicable claim. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy and are seen as fundamental elements of the bargain between the parties.

6.2 Exemption for Force Majeure Events

Neither party will be deemed to be in breach of this Agreement for any failure or delay caused by reasons beyond a party's reasonable control. This includes, without limitation, acts of God, pandemics, acts of terror, war, civil disturbance, or other similar events. The party affected by such an event shall notify the other party as soon as practicable, detailing the nature of the event and the expected duration of the delay or failure to perform.

7. Intellectual Property - Indemnification

7.1 Intellectual Property Rights

These Terms and the use of the Service do not confer any assignment or transfer of intellectual property rights to Customers regarding the Service and, more broadly, to all components and content of the Converta platform. Unauthorized reproduction or use by the Customer of any part of the Service and its components (including content, algorithms, source codes, logos, etc.) without Converta's authorization is considered infringement and will be pursued in civil or criminal courts.

7.2 Indemnification by Converta

Converta will defend, indemnify, and hold harmless the Customer and its affiliates from any third-party claims that result directly from the infringement or misappropriation of such third party's intellectual property rights by the Services. Should the infringement be found to be partially caused by Converta's fault, Converta's liability will be proportionately determined. Converta's indemnification obligations do not extend to cases where the infringement arises from the combined or unauthorized modification of the Service, failure to install updates provided by Converta, or misuse of the Service.

7.3 Indemnification by Customer

The Customer will defend, indemnify, and hold harmless Converta from claims that the Customer's data infringes or misappropriates third-party intellectual property rights.

7.4 Cooperation in Defense

Parties seeking indemnification must promptly notify the indemnifying party of claims, allow the indemnifying party to control the defense and settlement of the claim, and cooperate fully. Each party reserves the right to participate in the defense at their own expense.

7.5 Feedback and Suggestions

Any feedback or suggestions provided by the Customer regarding the Service will become the property of Converta. The feedback is provided `as is` without any warranty.

8. Liability

8.1 Scope of Liability

This Section 8 defines the full extent of financial liability of both parties under or in relation to this Agreement, including any actions, omissions, misrepresentations (including negligence), and also extends to actions or omissions by either party's employees, agents, or subcontractors.

8.2 Exclusions and Limits

Neither party excludes or limits liability for:Losses due to a breach of Chapter 5 (Confidentiality);Obligations under indemnities provided in Chapter 7;Death or personal injury caused by negligence;Fraud or fraudulent misrepresentation.

8.3 Limitation of Damages

To the fullest extent permitted by applicable law, neither party shall be liable to the other for any:Loss of profit, business, goodwill or similar losses;Loss or corruption of data;Pure economic loss; orAny indirect or consequential loss, costs, damages, or expenses arising under this Agreement.

8.4 Maximum Liability

Subject to the provisions of 8.3, each party's liability to the other under this Agreement shall not exceed the greater of the amount of fees paid or payable for the Services during the most recent 12-month period or €10000.

8.5 DPA Provisions

For clarity, this Section 8 does not apply to obligations or liabilities arising under the Data Processing Agreement (DPA) between the parties. The DPA's provisions regarding liability govern any liabilities stemming from data processing activities.

8.6 Free Trial Considerations

Throughout the free trial phase, the limitations and exclusions of liability outlined in this chapter apply to the extent applicable. Both parties acknowledge that the nature of the free trial phase may inherently limit certain types of damages or liabilities.

9. Entire Agreement

9.1 Agreement Supremacy

This Agreement represents the complete agreement between the parties regarding its subject matter and overrides all previous agreements, understandings, and communications, whether oral or written. The provisions included herein comprehensively cover the terms under which the services offered by Converta are provided to the Customer, including any free trial period.

9.2 Amendment

Modifications to this Agreement are effective only if documented in writing and signed by authorized representatives of both Converta and the Customer. Ensuring that any changes are formally agreed upon guarantees clarity and mutual understanding of the terms.

9.3 Precedence

Any conflicting terms or conditions appearing in any Customer invoice, purchase order, or other documents created pursuant to this Agreement shall be deemed ineffective. Converta's actions, such as receiving payment for an invoice or accepting a purchase order partly or in full, should not be interpreted as consent to alter the terms of this Agreement.

9.4 Third-party Services

It is important to note that when third-party services are directly provided to the Customer in connection with Converta's Services, any terms and conditions applicable to those third-party services will not be considered as part of this Agreement with Converta. The Customer is advised to review any third-party terms carefully as they may introduce additional obligations or considerations outside of this Agreement.

10. Governing Law

10.1 Choice of Law

This Agreement, including its formation, interpretation, and enforcement, shall be governed exclusively by and construed in accordance with the laws of Germany, excluding any conflicts or choice of law rule or principle that might otherwise refer to the law of another jurisdiction.

10.2 Jurisdiction

Any dispute, controversy, or claim arising out of or in connection with this Agreement, its breach, termination, or invalidity, shall be finally settled in accordance with the laws of the State of Berlin, Germany. Each party hereby consents to this exclusive jurisdiction and venue, and waives any objection to such jurisdiction and venue, whether based on convenience or otherwise.

10.3 Dispute Resolution

Before engaging in formal litigation, the parties agree to attempt, in good faith, to resolve any dispute arising out of or relating to this Agreement through negotiation and consultation. Should these efforts fail, the parties may proceed with legal actions in the courts of Berlin as stipulated above.

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