1. Introduction

These Terms of Service (“Terms”, “Terms of Service”) are a legally binding agreement between you (“User”, “customer”, “you”, “your”) and Profaile GmbH (“Profaile”, “Spexia”, “we”, “us”, “our”). They govern the use of our service (“Service”) via our web pages located at https://spexia.ai (the “Website”) or through our application (the “App”). The Terms are effective as of the date stated above.

By using the Service, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Service and our Privacy Policy, which is hereby incorporated by reference. Please take the time to review our Privacy Policy. If you do not agree to any terms in these Terms of Service or the Privacy Policy, then please do not use our Service.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR WEBSITE OR PLATFORM.

2. Description of Service

Spexia provides a product that gives users the ability to search data scattered across multiple sources and applications in a single application. You receive the most relevant search results and an AI-generated text representing the information you were looking for.

Every data source that the customer wishes to index will be granted API access to Spexia. Data will be read and indexed by Spexia, either within a designated Amazon Web Services (AWS) account or within a Spexia-hosted AWS account.

3. Eligibility restrictions

In order to access and use our Services, you must satisfy certain eligibility requirements. You must be at least 18 years of age. If you're currently restricted, suspended, or banned from our platform or services, you will be deemed ineligible. Furthermore, individuals or entities who are legally prohibited from receiving or using our Services, or those who would use our Services for purposes that compete directly with our business are not eligible. It's also essential that you only maintain a single active registered account; multiple accounts for the same individual or entity are not allowed. We also require that you possess the necessary legal rights and authority to enter into these Terms and Conditions, and by doing so, you will not violate any other agreement to which you are a party. Lastly, you must accept that you are responsible for providing and maintaining, at your own expense, all the necessary equipment and software required to access and use our Services, including, but not limited to, a computer and internet access. By using our Services, you represent and warrant that you meet all these eligibility requirements. Failure to comply with these requirements may lead to an immediate termination of your account.

Every data source that the customer wishes to index will be granted API access to Spexia. Data will be read and indexed by Spexia, either within a designated Amazon Web Services (AWS) account or within a Spexia-hosted AWS account.

4. Use of the services

You acknowledge and agree to utilise our services in a manner that complies with these terms and all applicable laws and regulations within Europe. You shall refrain from engaging in any activity that violates these terms or any legal requirements imposed by European laws and regulations. It is your responsibility to ensure that your use of our services aligns with the legal framework and ethical standards established by European laws and regulations. You shall not engage in any unlawful, fraudulent, malicious, or unauthorized activities while using our services. It is prohibited to engage in any activities that could harm, disrupt, or compromise the integrity, security, or availability of our services or any data and information stored within them. You shall not use our services for any purpose that may result in damage to our systems or the systems of other users, or that may infringe upon the rights of third parties.

Failure to comply with these terms may result in the termination or suspension of your access to our services, at our sole discretion. We reserve the right to take appropriate action to enforce compliance with these terms, including legal remedies, if necessary.

5. Service License

We hereby assign to you a restricted license, which is neither exclusive nor transferrable, subject to revocation, and devoid of sublicensing or licensing privileges. This license allows you to access and employ our Website or Platform, as well as to retrieve, download, and utilize the content presented or accessible via our Website or Platform, in strict accordance with the terms stipulated within this Agreement.

6. Indemnification

6.1 Indemnification by Service Provider

Service Provider shall indemnify Customer, at its own expense, against any action, claim or proceeding brought against Customer alleging that use of the Services in accordance with this Agreement infringes any copyright, trademark or patent under the laws of Switzerland This indemnification is subject to the following conditions:

1. Customer shall promptly notify Service Provider in writing of any such action, claim or proceeding.
2. Service Provider shall have the right, at its own expense, to assume control of the defense of any such action, claim or proceeding.
3. Customer shall provide Service Provider with all necessary information and assistance to defend any such action, claim or proceeding.
4. Customer shall not enter into any settlement of any such action, claim or proceeding without the prior written consent of Service Provider.

1. Services or any part or component thereof not provided by Service Provider.
2. Services provided in whole or in part in accordance with specifications supplied by Customer.
3. Services that are combined with other products, processes or materials if the alleged infringement would not have occurred but for such combination.

6.2 Indemnification by Customer

7. Limitation of Liability

You acknowledge and agree that in no event Spexia will be will not be held responsible for any claims, liabilities, damages, losses, costs, expenses, or fees, including reasonable attorneys' fees, that may arise directly or indirectly from your use of, or inability to use, our website or app, or any information made available through them.

This protective clause extends to all damages of any kind, including those brought about through contract, tort or otherwise, and even if such damages were foreseeable. Furthermore, to the fullest extent permitted by law, Spexia will not be held accountable for any indirect, exemplary, incidental, special, consequential, or punitive damages. This includes, but is not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, and loss of profit.

It should be noted, however, that the total liability of Spexia to you for all damages, losses, and causes of action, whether in contract, tort (including negligence), or otherwise, will not exceed the amount paid by you, if any, for accessing or participating in any activity related to the Spexia website or platform.

Part of the comprehensive protection afforded to Spexia includes the exclusion of liability for any technical malfunctions, computer errors, or other damages that might occur during the use of its website or platform. This covers, among other things, errors, interruptions, deletions, delays in operation or transmission, communication line failures, theft or destruction, or unauthorized access to, or alteration of, user communications.

It should also be noted that Spexia is not liable for any service interruptions or performance issues due to circumstances beyond Spexia's reasonable control, such as failures of telecommunications or network systems not controlled by Spexia, are not considered service outages or deficiencies for the purposes of any remedy provided in the Agreement.

8. Confidentiality

All participants in this Agreement hereby represent and warrant that they will maintain the confidentiality of all data relevant to each party's business affairs and activities. Such sensitive information received from either party will be used by the other parties solely for the performance of the services described in this Agreement. Except where required by the performance of this Agreement, disclosure of such information to outside entities is strictly prohibited unless approved in advance by the party from whom it originated.

However, this confidentiality obligation does not extend to information that is publicly known at the time it is disclosed or that subsequently becomes publicly known. It also does not apply to disclosure of information required by a law enforcement or regulatory agency lawfully exercising its authority over a Party, or by an auditor of the Parties, in the course of legal or administrative proceedings or pursuant to applicable laws or regulations.

Both Parties agree to comply with all laws, regulations, ordinances and standards relating to privacy, confidentiality, security, data protection and the management of Customer Information that are now or may hereafter be implemented.

9. Prohibited Conduct

The customer, as well as any authorized or enabled third party, must not engage in or facilitate the reverse engineering, decompiling, or disassembling of the Product. Any attempts to discover or extract the source code of the Product are strictly prohibited. Users must not attempt to override any security component of the website or platform or engage in any action that interferes with its proper functioning or places an unreasonable load on the infrastructure. This includes unsolicited communications, unauthorized access attempts, and the transmission or activation of computer viruses. Removing any copyright, trademark, or other proprietary rights notices from the website or platform is prohibited. Users are not allowed to modify, tamper with, or alter any indications of ownership or authorship.

10. Termination

You, as the user, reserve the right to dissolve your legal contract with Spexia, given that you present a written notification of this intention a minimum of thirty (30) days in advance. By using our Website or Platform, you are agreeing to an obligatory usage term of one (1) month.

Spexia retains the right to suspend or dissolve your account at any point, and for any or no justifiable reason. This includes, but is not limited to instances where we have a reasonable basis to conclude that: (i) you have breached this Contract or our Privacy Policy, (ii) your actions have generated risk or potential legal repercussions for Spexia, or (iii) it has ceased to be economically feasible for Spexia to continue providing you access to our Website or Platform.

In the event of account suspension or termination, Spexia will strive to inform you through the email address linked with your account. Under all such circumstances, the cessation of this Agreement will occur, including but not limited to, your entitlement to utilize our Website or Platform.

11. Disclaimers

We shall not be held responsible for any third-party content, including User Content and its loss, available on or linked to Spexia. You acknowledge and agree that you are solely responsible for your use of any third-party websites or resources.

The text generation in our service utilizes external technology known as GPT powered by OpenAI. It is important to note that we do not exercise full control over this technology. Therefore, any outcomes produced by the language generation features do not reflect our official policy or position regarding any religion, ethnic group, club, organization, company, individual, or any other subject matter.

We make reasonable efforts to moderate the outputs by configuring the AI settings. However, we cannot moderate the User Content generated through this feature. By accepting these Terms you hereby acknowledge and agree to this disclaimer. Furthermore, you waive any claims against us pertaining to generated text through our product.

Should you come across texts that you find offensive or otherwise objectionable, please kindly inform us immediately by contacting us at info@spexia.ai. We appreciate your cooperation in helping us improve our service.

We make reasonable efforts to moderate the outputs by configuring the AI settings. However, we cannot moderate the User Content generated through this feature. By accepting these Terms you hereby acknowledge and agree to this disclaimer. Furthermore, you waive any claims against us pertaining to generated text through our product.

12. Third-party software and services

As part of the Service we may make third party software and services available to customers. Such third party software and services are governed by their respective terms and conditions, and this Agreement in no way modifies or alters such third party terms and conditions or imposes additional terms and conditions other than those set forth herein.

13. Limitations and usage

You acknowledge and consent that our Platform including our Website, graphic features, trademarks consists of proprietary and secret substances owned by Spexia and/or our licensing partners. These substances are safeguarded by relevant intellectual property and various laws, such as those relating to copyright. It is mutually understood that you are not to use these substances outside of what is explicitly allowed for your legitimate use of our Platform, and you commit to refraining from any actions that oppose the provisions outlined in this Contract.

14. Authorization and identity usage

By entering into this Agreement, you grant Spexia permission to use your company logo in our customer database and marketing materials. We will discontinue the use of your logo upon your written request within seven (7) days of notification.

15. Payment

Our Website and Platform are currently provided to you at a monthly cost. As part of this Terms of Service, you agree to comply with the most recent version specified on our Pricing page. If we modify the pricing in the future, we will communicate such modifications to you.

16. Payment Processing

Payments will be processed via third-party payment processors (such as Stripe). They underlie the subject to the terms of use and privacy policies of those payment gateways and are not accessible or controlled by Spexia.

17. Governing Law

Any disputes or claims arising out of or in connection with the use of this website or platform shall be governed by and construed in accordance with the laws of Switzerland. The courts of Zurich, Switzerland shall have exclusive jurisdiction over any legal proceedings or disputes arising from or related to this website or platform.

By using this website or platform, you hereby submit to the jurisdiction of the courts of Zurich, Switzerland and waive any objections to the exercise of jurisdiction over you by such courts.

18. COMMUNICATIONS

By accepting these terms and conditions, you provide your consent to receive communications through email or phone. It is important to acknowledge that you may be subject to additional charges or fees from your wireless provider associated with these communications. Please be aware that you bear full responsibility for any such charges or fees, and Spexia shall not be held accountable for them.

19. ACCEPTANCE OF TERMS - CHANGE OF TERMS

We reserve the right, at our sole discretion, to modify or replace the Terms at any time. The most current version of these Terms will be posted on this site. You shall be responsible for reviewing and becoming familiar with any such modifications.

You will be deemed to have accepted all modifications and revisions of the Terms by continuing to use all or part of the Features.

19. Miscellaneous

We reserve the right, at our sole discretion, to modify or replace the Terms at any time. The most current version of these Terms will be posted on this site. You shall be responsible for reviewing and becoming familiar with any such modifications.

You will be deemed to have accepted all modifications and revisions of the Terms by continuing to use all or part of the Features.