Last updated: 21st of March, 2023
By accessing or using Newtone, our application programming interfaces, or associated software, websites, tools, developer services, data, UI and design or documentation (collectively, "Newtone"), you agree to be legally bound by and comply with the following terms, as well as any referenced policies, guidelines or agreements, any documentation relating to your use of Newtone, and any additional requirements applicable to Newtone (collectively the "Terms").These Terms are entered into with Newtone Ltd. and its affiliates ("we", "our" or "us"). You understand that we may change these Terms or suspend or terminate your use of Newtone at any time. We will post notice of changes to the Terms on our website. Your continued use of Newtone after any changes to these Terms means you agree to the changes.
1. Registration and Access to Newtone
Accepting the Terms: You may not use Newtone and may not accept these Terms if (i) you are not of legal age to form a binding contract with us, or (ii) you are a person barred from using or receiving Newtone under the applicable laws of the country in which you are resident or from which you use Newtone.
Authority: If you are using Newtone on behalf of a person, company or entity, you represent and warrant that you have full legal authority to accept these Terms on behalf of that person, company or entity.
Access and Credentials: To access Newtone, you must register according to our procedures and provide us with certain information (such as identification or contact details) as part of the registration process. Once registered, you will be issued certain access credentials to access Newtone. You must keep the access credentials confidential and you may not sell, share, transfer, sublicense or otherwise make the access credentials available to others. You are responsible for all activities that occur using your access credentials. You will not misrepresent or mask your identity or your credentials when accessing or using Newtone.
2. Use of the Website version of Newtone
License: Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferrable, non-assignable, revocable license during the Duration (as defined below) to: (i) use Newtone solely to develop, test, run, operate, and support your Application; (ii) to display the Content accessed through Newtone within your Application; and (iii) as otherwise expressly authorized by us in writing.
Ownership: As between you and us, we and our affiliates own all rights, title, and interest in and to Newtone, Content, and all associated elements, components, and executables. Subject to the foregoing, you own all rights, title, and interest in and to your Application. You have no right to distribute or allow access to Newtone. Except as expressly provided in these Terms, neither party grants, nor shall the other party acquire, any right, title or interest (including any implied license) in or to any property of the first party or its affiliates under these Terms. All rights not expressly granted in these Terms are reserved.
Copyright: We will not assert copyright over Content generated by Newtone for you or your end users.
Feedback: If you provide us feedback about Newtone or Content or any of our technology, data, business or systems, to the maximum extent permitted by law, we will fully and solely own all right, title and interest in and to such feedback which will automatically vest in us and/or be transferred to us, and, in any event, you hereby grant to us an unlimited, worldwide, royalty-free, perpetual, sublicensable (including through multiple tiers), and irrevocable right and license to use, share, commercialize, and otherwise exploit your feedback in any manner and for any purpose without any obligation to you. You will not give feedback that requires us to license its software or documentation to third parties because of including your feedback in them.
Support: We may provide you with technical support and guidance for using Newtone and we may stop providing such support to you at any time without obligation to you.
Technology: You understand Newtone uses different technologies to provide you with text processing services. These technologies may include varied web technologies and varied artificial intelligence language models.
3. Usage Requirements
In using Newtone, you (and anyone acting on your behalf) must adhere to the following:
You will use Newtone and the Content only (i) in a lawful manner and in compliance with all applicable laws; (ii) in accordance with these Terms, and the license granted in Section 3(a); (iii) in a manner that does not infringe, misappropriate or otherwise violate any of our rights or those of any other person or entity; (iv) in a manner consistent with our policies; (v) subject to usage limitations (including, without limitation, quotas) imposed by us; (vi) in a way which is consistent with OpenAI's mission and Charter, as determined by OpenAI, as in certain cases our platform uses OpenAI to process texts; and (vii) in a manner consistent with the intended use specified to us, as declared in any form of communication with us, including but not limited to the custom models application form. You will not: (i) distribute, sell, lend, transfer, or grant any rights in or to all or any portion of Newtone or Content to any third party (except for making Content available to end users and allowing end users to use your integration of Newtone through the Application); (ii) create any software that functions substantially the same as Newtone and offer it to third parties; (iii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code of any component of Newtone or any models (including without limitation model weights); (iv) modify, alter, tamper with, repair or otherwise create derivative works of Newtone or Content or attempt to do so; (v) use Newtone or Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device; (vi) interfere or attempt to interfere in any manner with the functionality or proper working of Newtone; or (vii) bypass any quotas placed on your use of Newtone. Any action taken by you to bypass such quotas shall be deemed a material breach of these Terms.
You will ensure that the use of Newtone or Content with your Application does not violate these Terms or any agreement between you and anyone else. You shall not upload, insert or publish information, content or data about natural persons and/or data subjects through your Application using Newtone without obtaining prior consent or any other relevant permissions from such persons and/or data subjects.
You may not use web scraping, web harvesting, or web data extraction methods to extract data from Newtone, the Content, or our (or our affiliates’) software, models or systems.
You will not remove, obscure, or alter any notice, including any notice of intellectual property right, appearing on or contained within Newtone or Content
You will not use Newtone or Content or allow any user to use the Application in a way that violates applicable law, including:
a. illegal activities, such as child pornography, gambling, piracy, violating copyright, trademark or other intellectual property laws;
b. accessing or authorizing anyone to access Newtone from an embargoed country as prohibited by the U.S. government; and/or
c. threatening, stalking, defaming, defrauding, degrading, victimizing or intimidating anyone for any reason.
d. You will make reasonable efforts to reduce the likelihood, severity, and scale of any societal harm caused by your use of Newtone. We may request information from you regarding your efforts to reduce safety risks, and such information may be used to assess compliance with these Terms as well as to inform improvements to Newtone.
e. You will not use Newtone or Content or allow any user to use the Application in a way that causes societal harm, including but not limited to:
I. misleading end users that Application outputs were human-generated for generative use cases that do not involve a human in the loop;
II. generating spam; and
III. generating content for dissemination in electoral campaigns.
4. Privacy and Data Protection Your Compliance: You must comply with all laws and regulations applicable to your use of Newtone and the data accessed through Newtone, including without limitation, laws related to the privacy of personally identifiable information ("Privacy Laws"), such as the European Union General Data Protection Regulation, Regulation (EU) 2016/679 ("GDPR") and the with the GDPR French law published on May 30th, 2019 with the number n° 2019-536
Submission of Content: We do not acquire any ownership of any intellectual property rights in the content that you submit to Newtone, except as expressly provided in these Terms. For the sole purpose of enabling us and our affiliates to provide, secure, and improve Newtone (and related software, models, and algorithms), you give us and our affiliates a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to copy, display, upload, perform, use, host, store, modify, communicate and publish all content submitted, posted or displayed to or from Newtone for any Newtone-related purpose in any form, medium or technology now known or later developed. When permissible under applicable Privacy Laws, the foregoing license survives consumer requests for deletion of personal data or Personal Information for the sole purpose of enabling us and our affiliates to provide, secure, and improve Newtone. Before you submit content to Newtone, you will ensure that you have the necessary rights (including rights from your end users) to grant us the license.
The materials on Newtone website are provided on an 'as is' basis. Newtone makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Newtone does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.
You understand that we may change our rules and procedures relating to the use of Newtone at any time. We may also change or amend these Terms at any time in our sole discretion. We will post notice of changes within our documentation and/or to our website. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted, except for changes addressing new Newtone functions or changes made for legal reasons, which will be effective immediately. Your continued use of Newtone and Content after any change or amendment means you agree to such changes or amendments. If you do not agree to such changes or amendments, you must stop using Newtone and Content immediately and terminate these Terms. 7. Term and Termination
Term: These Terms will take effect when you first use Newtone and will remain in effect until terminated according to these Terms (the "Duration").
Our Right to Terminate; Suspension: We have the right to terminate these Terms, and suspend or revoke your access to all or any of Newtone and Content, at any time for any reason. We may also limit your access to some or all of Newtone or Content at our sole discretion at any time. When you receive notice from us, you will immediately stop using Newtone and Content.
Your Right to Terminate: You may terminate these Terms by discontinuing the use of Newtone and Content.
Your Obligation Post-Termination: Upon termination, all licenses granted within these Terms immediately and automatically expire and you must immediately cease using Newtone and Content.
Survival: The provisions of these Terms which, by their nature, should survive termination or expiration of these Terms (including but not limited to Ownership; Copyright; Feedback; Privacy and Data Protection; Termination; Limitation of Liabilities and General Terms), shall survive and remain in effect after the expiration or termination of these Terms, and apply to respective permitted successors and permitted assigns.
8. Limitations of liabilities
In no event shall Newtone or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on Newtone website, even if Newtone or a Newtone authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
9. General Terms
Additional Terms. In addition to these Terms, your use or access of Newtone may also be subject to any other agreements you have with us. If you use Newtone as an interface to, or in conjunction with, our other products and services, then the terms of those products and services also apply to you and your end users.
Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and us or any of our affiliates. We and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
Use of Brands. You will not use our or any of our affiliates’ names, logos, or trademarks, without our prior written consent.
Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may freely assign or delegate any and all rights and obligations under these Terms without notice to you.
Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to us or our affiliates. Accordingly, you agree that, if you violate or breach these Terms, we shall have the right to seek injunctive relief against you in addition to any other legal remedies that we may have.
Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and us regarding the use of Newtone and supersedes any prior or contemporaneous agreements, communications, or understandings between you and us on that subject.
Waiver and Severability. If you do not comply with these Terms, and we do not take action right away, this does not mean that we are giving up any rights it may have (such as taking action in the future). If a particular term in these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
10. Governing Law
These terms and conditions are governed by and construed in accordance with the laws of France and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.
11. Legal notice and contact Company name: Newtone
Address: 5 boulevard des Bouvets, 92000 Nanterre France Email: email@example.com