Please read these Terms of Service carefully, because they govern your use of our Services. By registering for, accessing, browsing or otherwise using our Service, you acknowledge, that you have read, understood and agree to be bound by these Terms of Service. We encourage you to download and store a copy of these Terms of Service.
If you have any questions, please contacts us at
- “Agreement” – a contract entered into between the Client and us for the use of the Services under these Terms of Service, procedures and other terms and conditions for using the Service that may be published from time to time by us at our Website or otherwise made available to you by us.
- “Appshops” – online portals through which Resolw App can be downloaded. Currently our app is available from Apple’s App Store and Google’s Play Store.
- “Client” – Natural or legal person who has entered in the Agreement with us for the purposes of using the Services.
- “GDPR” - Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
- “Resolw Account” – a user profile the Client needs to set up in order to access our Resolw app. The Client’s Resolw Account includes User Accounts through which the Users indicated by the Client shall have access to the Service. Resolw Account is used to identify the Client and the Users associated with the Client, provide personal access to the Services and the Client can manage its subscription to our Services.
- “Intellectual Property” – Means all of our present and future moral and economic rights, title and interest in and to results from intellectual or proprietary activity in the industrial, scientific, literary or artistic fields anywhere in the world, whether transferrable or non-transferrable, registered or unregistered, including rights to unknown uses, and all rights, privileges or forms of protections of a similar nature analogous or allied to any of the above in any country, including, but not limited to patent rights, copyright, the industrial property, trademark rights, trade secret rights, and any similar rights in any jurisdiction. “Intellectual Property” includes for example trademarks, logos, slogans, names, corporate and trade names owned by and/or licensed to us.
- “Service” or “Services” – means Resolw solutions which currently include the Resolw installable application.
- “Terms of Service” or “ToS” – these terms and conditions that govern your use of the Services.
- “User” – a natural person who uses the Resolw app under the authorization of the Client and under the Client’s Resolw Account.
- “User Account” – sub accounts of the Client’s Resolw Account. The Client is able to specify the number of User Accounts it needs under its Resolw Account. The User Accounts are managed by the Client under the Resolw Account.
- “User Content” – is all information (files, recordings, text messages etc.) generated by Users and Client, and other users while using the Services and transmitted, whether publicly or privately, to or through our Services.
- “We/us/our/party/Resolw” – Metatellus OÜ, a private limited company incorporated in Estonia, address Vana-Lõuna tänav 39a-1 10134, Tallinn, commercial registry code 14277455.
- “Website” – means https://resolw.com/ and all its subdomains.
- “You/your/party” – Client.
2. Entry into agreement
2.1. Upon entering to this Agreement by accepting this ToS you certify to us that you (a) are at least 18 years old or fully legally capable of entering to this Agreement, and (b) you are lawfully able to use the Services under the laws where you reside, (c) you agree to the language used in these ToS to be English and (c) in case you are a representative of the Client, you have authorization to enter into this Agreement in the name of the Client and legally bind the Client.
2.2. We assume the correctness of the abovementioned information and may verify it at our choice before providing you the Services
3.1. Depending on your subscription, we will be providing you with the following Service(s) under this Agreement:
- 3.1.1. Resolw App: This is our application directed at Clients that are small or medium-sized businesses wanting to bring their customer support to a new level. You can download the Resolw app from the Appshop. In order to use the Resolw app, the Client is required to register a Resolw Account, agree to this ToS and pay for the Service in accordance to its subscription package. The Resolw app enables you to set up your service team that can be reached by the end customer via text Chat, audio call or Pointing video call. The Client is able to choose the number of Users associated with the Client that will be able to use the Resolw app under Client’s subscription. For more information on the Resolw app, please see the Website.
3.2 The Services are provided on an "as is" basis. You acknowledge that (a) the Services have not been designed to meet your individual requirements, (b) the operation of the Services may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without errors, and (c) the Services are not fault-tolerant.
3.3. We will do everything reasonably expected from us to ensure that the Services are available for you, function securely, reflect the newest technological solutions and are comfortable to use.
3.4. You understand and agree that we have the right to improve and enhance the technical structure, security, availability, and functionality of the Services at any time. You understand and agree that we have no obligation to enhance, modify or replace any part of the Services or to continue developing or releasing new versions thereof.
3.5. Your selection and use of the Services is at your own choice and risk, and so is your exposure to, down- and upload of, as well as transmission and possession of information, programs and other objects through or due to the Services.
3.6. You understand and agree that we reserve the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), or change its features (e.g. related to data capacity, uploading speed). We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.
3.7. We do not have any responsibility for your use of the Services outside this Agreement.
4. Resolw account
4.1. You will need to set up a Resolw Account to be able to use Resolw app. Resolw Account can be created on the Website. Creating a Resolw Account requires the Client to specify its email address and choose a password. After receiving and following the Resolw Account activation link sent to that email address, the Client will be able to use the Services. Alternatively, the Client can create and later login to Resolw Account via Client’s social media (e.g. Facebook, Google, Twitter, Instagram) credentials.
4.2. If you are creating Resolw Account on behalf of the Client (maybe you are a legal representative of the Client), you represent that you have the legal authority to bind the Client to this ToS. Additionally, all your activities prior to, during and after the conclusion of this Agreement (e.g. downloading our app, your consents and confirmations, your using of our app) on behalf of the Client, shall be regarded as the Client’s activities.
4.3. The Client is able to specify the number of Users that will be having access to the Resolw app under the authorisation of the Client and in the context of this Agreement concluded between the Client and us. This means that the Users will be assigned separate profiles under the Client’s Resolw Account (User Account).
4.4. The User Accounts are administered by the Client, i.e. the Client has the right to create, change and deactivate User Accounts at its own discretion, including renewing the User Account passwords and the information about the User. The correctness of the above-mentioned authorizations is assumed and we shall not be obligated to, but may, verify them.
4.5. Upon Account registration Client must provide certain current, complete and accurate information about the Client and, if the Client is using the Resolw app, about the Users. Client and/or User must update such information as needed to keep it current, complete and accurate. The type of information they are required to provide may change and in such case, the User and the Client must provide current information. Not providing requested information may prevent from Account creation or usage of Services.
4.6. The Client and Users shall keep their passwords secret and prevent them from falling into the possession of third parties.
4.7. A Client or User shall immediately notify us:
- of abuse of the Resolw Account (including User Account);
- of the loss of its password or its falling into the possession of third parties;
- a change in their position, resignation or any other reason why the User no longer has the right to use the Services in the name of the Client.
4.8. Client’s Resolw Account (including its User Accounts) shall be valid without a term until its deletion or termination of the Agreement. If a Client has requested us to delete the Resolw Account, we shall regard it as termination of the Agreement by the Client.
4.9. The Client will take sole responsibility for all of the activities and/or actions carried out by the Client, Users and any third person via the Client’s Resolw Account (including User Accounts) and any accompanying loss, damages or other consequences. This also means that the Users’ activities via our app during the validity of this Agreement shall be regarded as Client’s activities and therefore the Client should introduce this ToS to the Users.
4.10. You will immediately notify us of any unauthorized use of Resolw Account (including User Accounts).
4.11. You hereby indemnify us and any of our affiliates, sublicensees, partners, designees, and assignees against any liability, damages or costs arising from the access to and use of Resolw Account (including User Account).
5. Payment for the services
5.1. Resolw app is a Service directed at Clients that are businesses. Resolw app can be used by Clients for a fee that will depend on the number of Users and other functionalities and features the Client wishes to include. Exact details on how the fee will be calculated please turn to our pricing page on the Website (available here: https://resolw.com/pricing). You can also check and change the pricing details that apply to you on your Resolw Account. We may offer free trial versions of Resolw app to Clients.
5.2. We allow payment methods that are indicated at the Website. You hereby authorize us to use a third party to process payments and consents to the disclosure of your payment information to such a third party.
5.3. If you pay by credit or debit card, we may obtain pre-approval from the issuer of the card for an amount that may be as high as the full price of your payment for the Service. Your card will be charged at the time you initiate a payment or shortly thereafter. If you cancel a transaction before completion, this pre-approval may result in those funds not otherwise being immediately available to you. If you pay by debit card and your load transaction results in an overdraft or other fee from your bank, you alone are responsible for that fee.
5.4. You understand and agree that you may be asked to pay additional fee if we offer different or additional software, features or other enhancements of the Services that your initial purchase of the Services did not include. Your continued use of the Services after such notification of the additional fee shall constitute your consent to the additional fee.
5.5. Upon delay with any payments, we may suspend your Resolw Account, terminate the Agreement and/or we may require you to pay a penalty for late payment according to applicable legal acts. Additionally, we have the right to calculate payment also for the period when the provision of Services was suspended.
5.6. We are not obliged in any event to provide refunds or credits for upgrades or downgrades, changes in price packages, or unused time during your use of the Services, or upon termination of the Agreement by you without us having breached the Agreement.
5.7. In the event of a termination due to uncured breach by us, we will refund you the fees prepaid to us until the end of your subscription period. In the event of a termination by us without cause, we will refund you the fees prepaid to us until the end of your subscription period.
6. Your Conduct
6.1. You are responsible for all activity that occurs under your Resolw Account, whether done so by you, User associated with you or any third person using your Resolw Account. We have no responsibility to you or someone else for any breach of your obligations under this Agreement. You hereby indemnify us and any of our affiliates, sublicensees, partners, designees, and assignees against any liability, damages or costs arising from such breaches.
6.2. Our Services may enable you to share information, text, links, graphics, photos, images, music, videos and other content or information, as well as access and receive Content shared by certain other users. We cannot control User Content shared while you or third person is using our Services. You understand and agree that by using the Services you may be exposed to User Content that you may find offensive, indecent, incorrect or objectionable, and you agree that under no circumstances will we be liable in any way for any User Content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of such content. You understand and agree that you must evaluate and bear all risks associated with the use of any content, including any reliance on the content, integrity, and accuracy of such content.
6.3. You may not post, upload, transmit, deliver, run or store any unlawful, offensive, threatening, defamatory, obscene or otherwise objectionable materials ("Offensive Content"). Examples of such Offensive Content include, but are not limited to, the following:
- abuse, harassment, threats, flaming or intimidation of any person or organization;
- engaging in or contributing to any illegal activity or activity that violates others’ rights;
- use of derogatory, discriminatory or excessively graphic language;
- providing information that is false, misleading or inaccurate;
- hacking or modifying the Services to falsely imply an association with us;
- engaging in or contributing to any activity that maliciously degrades the Services;
- implying or pretending to be affiliated with a company or organization with which you are not affiliated, or misrepresenting the extent of your affiliation or role with an affiliated company or organization;
- disclosing personal login information, including but not limited to passwords without the express permission of the individual, company or organization who provided it to you
- transmitting worms, malware, viruses or harmful code or software;
- disclosing without respective authorization personal or proprietary information of another individual, company or organization;
- altering the Service’s user interface in a way that removes access to any part of the Service’s functionality and/or inhibits access to or the display of advertisements;
- collecting the content or information belonging to our Clients, or otherwise accessing the Services, using automated means (such as harvesting bots, robots, spiders or scrapers) without our permission;
- soliciting log in information or accessing the account of another Client or User of the Services;
- promoting, condoning, endorsing, distributing, publishing, or posting any User Content that solicits money, funds or people on websites or other properties that belong to us;
- aiding in the use of the Services for purposes of advertisement or solicitation for commercial goods or services on websites or other properties that belong to us;
- harassing, annoying, intimidating or threatening users of the Services or our employees or agents;
- removing or altering, visually or not, trademarks, logos or other proprietary marks owned or used by us;
- forging, manipulating or plagiarizing messages, communications, headers or identifiers to imply an association with us or the Services;
- creating, posting, publishing, displaying or transmitting in any way proprietary information, copyrighted material and other intellectual property (e.g. trademarks) not belonging to you, without the prior written consent of the owner of such rights;
- creating User Content that uses, promotes or links to an illegal or unauthorized copy of another person’s copyrighted work or other intellectual property;
- creating User Content that advocates, endorses, condones or promotes harassment of others, or content that actively or indirectly harasses others;
- creating User Content that is offensive and harmful, including but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind of violence against any individual or any group of individuals;
- creating User Content that provides materials or access to materials that exploits people in an abusive, violent or sexual manner.
6.4. We have the right to immediately suspend the Resolw Account or terminate the Agreement without prior notice of anyone who creates such Offensive Content or engages in otherwise unacceptable behavior on or through the Services.
7. Data processing agreement
7.2. In regards the personal data contained in the User Content and uploaded by the Client or User while using our Services as well as the personal data regarding the User that the Client has authorized to use the Resolw app, we process these personal data on behalf of the Client solely for the purpose of providing the Services to that Client. In such a case we act as processor within the meaning of GDPR and Client acts as a data controller as regards such personal data. This clause 7 shall be concluded to duly observe all the obligations under the GDPR and any other relevant applicable data protection regulations (together Data Protection Laws).
7.3. For the purposes of this clause 7 of the ToS, the terms “controller”, “processor”, “personal data”, “data subject”, “personal data breach” shall have the meaning given in the GDPR. “Sub-processor” shall mean another processor engaged by us to process the personal data in the User Contents.
7.4. We do not access the User Content unless requested to do so by the Client (e.g. for customer support). The Users can only access the User Contents that the Client has made available to them in the context of the Services.
7.5. The categories of data subjects the personal data of whom the Client may process in the User Contents may include but not be limited to: Client’s contacts and Client’s customers. The personal data in the User Contents may include special categories of personal data.
7.6. The Client as a data controller is fully responsible for any personal data in the User Contents it processes using the Services. The Client confirms that its personal data processing practices are fully compliant with the Data Protection Laws, including that it has a legal basis to process the personal data in the User Contents as stipulated herein and that it has properly informed the data subjects thereof. The Client shall ensure that the personal data in User Content is accurate, correct, complete, relevant and in compliance with the ToS, good practice, and legal acts.
7.7. We shall:
- process the personal data in the User Contents only on documented lawful instructions from the Client and for the purposes of providing the Services and performing the Agreement, unless required to do so by the Data Protection Laws. In such case, we shall inform the Client of such requirement in advance, unless that law prohibits providing such information;
- ensure that our people authorized to process the personal data in the User Contents on behalf of the Client have committed themselves to confidentiality;
- taking into account the nature of processing and the information available to us, assist the Client in ensuring compliance with the Client’s obligations under Articles 32 to 36 of the GDPR;
- inform the Client if, in our opinion, the Client’s instruction infringes the Data Protection Laws.
7.8. We take appropriate technical and organizational security measures taking into account (i) the state of the art, (ii) costs of implementation, (iii) nature, scope context and purposes of the processing, and (iv) risks posed to data subjects. Such security measures include, but are not limited to, [SSL-based communication, Token authorization, OAUTH, verified and secure hosting providers]. In deciding on those measures, we assume that the Services are used for their intended purposes.
7.9. We shall promptly notify the Client if we receive a request from a data subject in relation to its personal data in the Client’s User Contents and allow the Client to respond to it. We shall not respond to a data subject request without the Client’s prior written consent. Taking into account the nature of the processing, we shall assist the Client by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Client’s obligation to respond to a data subject request under the Data Protection Laws.
7.10. For the purposes of providing the Services to Client and performing of this Agreement, the Client authorizes us to use the following categories of sub-processors:
- hosting service providers – Amazon web services;
- video track providers
The full list of sub-processors is available upon request.
We shall inform the Client of any intended changes concerning the addition or replacement of other categories of sub-processors. The Client may object to our use of a new category of sub-processors by notifying us promptly in writing within 10 working days after receipt of our notice. In the event the Client objects to a new category of sub-processors, we will use reasonable efforts to offer the Services to the Client without such category of sub-processors. If this is not possible, the Client may terminate the Agreement. We shall impose the same data protection obligations as set out herein on the sub-processors. Where a sub-processor fails to fulfil its data protection obligations, we shall remain liable to the Client for the performance of the sub-processor’s obligations.
7.11. We and our sub-processors may transfer personal data outside the EU only where they have a lawful basis to do so, including to a recipient who is: (i) in a country which provides an adequate level of protection for personal data (in the US, this includes companies certifies under the Privacy Shield); or (ii) under an instrument which covers the EU requirements for the transfer of personal data to data processors outside the EU. More specific information about transferring personal data outside the EU is available upon request.
7.12. We shall notify the Client without undue delay by e-mail after we have become aware of a personal data breach. In such case, the Client may use the information received from us about the data breach only to ensure and/or demonstrate its compliance with the Data Protection Laws. The Client shall keep this information confidential unless it is the Client’s confidential information or unless such information must be disclosed under any applicable laws.
7.13. Upon the Client’s written request, we shall make available to the Client the information necessary to demonstrate its compliance with the obligations laid down in this section herein and in Article 28 of the GDPR, provided the requested information is in our possession or control. Should that prove to be insufficient for the Client, we shall cooperate with the Client, including allow for and contribute to reasonable audits, including inspections, conducted by the Client or another auditor mandated by the Client and accepted by us. The details of such audits and inspections shall be agreed between the parties, however the following applies:
- we will only be required to provide to the Client information, records and documents reasonably required to demonstrate the compliance with our obligations under this section 7 and Article 28 of the GDPR regarding the personal data in the User Content;
- we will not disclose any information, records or other documents that we consider our business secret;
- we will not disclose any information, records or other documents that would place us in breach of our confidentiality obligations under applicable laws or agreements with third parties;
- we will not disclose any information, records or other documents relating to a matter that is subject of a current, pending or threatened litigation or other dispute resolution mechanism between the Client and us;
- any information, records or other documents provided to the Client pursuant to this section 7 shall be treated as confidential by the Client;
- the Client may exercise its right to perform an audit under this section 7 not more often than once in any calendar year.
7.14. The Client is responsible for ensuring that the Users associated with the Client will not add any Offensive Content during their usages of Services.
7.15. The Client gives us the necessary rights to the User Contents (including a non-exclusive license regarding any User Contents protected under intellectual property rights) and confirms that it has the right to do so.
8. Intellectual Property
8.1. You acknowledge that all Service-related Intellectual Property belongs and shall belong to us, except the Intellectual Property that is created by the Client (including the User) as User Content. You shall not acquire any right, title, or interest in the Intellectual Property or otherwise in connection with the Service, except for the license set forth in this Agreement.
8.2. You are granted a limited, non-exclusive, non-sublicensable, non-transferable license to use the Service in accordance with the Agreement. This license does not include the right or license to copy, modify, distribute, process, translate, make extracts of, transmit, add to compilations or databases, make available to the public, publicly display, make additions to or create derivatives of, reverse engineer, decompile, rent, sell for a fee or license to third parties or otherwise exploit the Services, its software or any parts or elements thereof, or in any other way use Intellectual Property not permitted under this Agreement.
8.3. All of the software that you can download through our Services is copyrighted. You may not disable, bypass or circumvent security or other technological measure designed to protect the software or any other content available through the Service.
8.4. If you breach the license, infringe Service-related Intellectual Property or otherwise exceed the scope of the license, we may suspend your Resolw Account without prior notice or terminate the Agreement without prior notice and you may be subject to legal actions.
8.5. We also respect intellectual property of others and may, in appropriate circumstances and at our sole discretion, suspend any Resolw Account or terminate the Agreement through which the rights of others are infringed.
8.6. In the event that our Services enable you to upload User Content, you: (a) grant us and our affiliates an unrestricted, royalty-free, irrevocable license to use, host, transmit, process, store, display, reproduce, publish, and distribute such User Content in connection with your use of our Services (including operating, developing, providing, and improving the service, and developing new ones) and as otherwise required by law, regulation, or order; (b) represent and warrant that you have all rights necessary to grant the foregoing license; and (c) indemnify us and our affiliates without limitation from and against all loss, damage, or expense suffered or incurred in connection with any claim alleging that the Content you uploaded infringes any third party rights of any kind. As the User Content in whole belongs to you, you shall solely remain responsible for it
9. Your property rights
9.1. You shall be solely responsible for the consequences for posting or publishing User Content and personal data through our Services. You understand that your User Content and personal data may be or include material that is or may be protected with intellectual property rights (yours or a third party’s), such as copyright, patent, trade secret, etc.
9.2. You represent and warrant to us that you own or have the necessary licenses, rights, consents and permissions to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all of your User Content and personal data that enable the use of User Content and personal data by us for the purposes of providing the Services.
9.3. By creating, uploading or sharing personal data and User Content, you grant us and our affiliates, sublicensees, partners, designees, and assignees a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, and otherwise use your User Content and personal data for the purpose providing the Services.
9.5. You alone are responsible for all of the consequences resulting from sharing your personal data with others.
10.2. Disclosures made by one party to the party receiving the Confidential Information are pursuant to all terms and conditions of this Agreement. All Confidential Information of the party disclosing the Confidential Information will remain the exclusive property of the party disclosing the Confidential Information.
10.3. Except for personal data, Confidential Information does not include information, data or materials, as proved by written records: (a) are or become a part of the public domain through no act or omission on the part of the receiving party and no violation of any obligation of nondisclosure by any third party; or (b) are independently developed by the party receiving the Confidential Information without reference to the disclosing party's Confidential Information, as evidenced through written records created in the normal course of the receiving party's business; or (c) are disclosed to the receiving party through a third party source without any violation of nondisclosure with respect to such information, data or materials by any source(s) in the series (however, such information becomes Confidential Information once the receiving party becomes aware of such breach).
10.4. Each party must use commercially reasonable methods, at least as substantial as the methods it uses to protect its own confidential information, data and materials of a similar nature, to maintain and cause its employees to maintain the confidentiality of the Confidential Information by not copying, publishing, disclosing to third parties or using the Confidential Information unless otherwise agreed.
10.5. Employees of a receiving party may use the Confidential Information in order to perform the receiving party's obligations or engage in activities contemplated under the Agreement. The receiving party must advise each employee before receiving direct or indirect access to the Confidential Information of the obligations of the receiving party regarding the Confidential Information under this Agreement.
10.6. A receiving party may not modify or delete any Intellectual Property or proprietary rights notices appearing in the disclosing party's Confidential Information.
10.7. A receiving party may share Confidential Information with: (a) its attorneys, accountants and financial advisors and (b) its affiliates and subcontractors under an obligation of confidentiality and nondisclosure that provide the confidentiality level equal to this ToS. Parties assume all liability and responsibility for such affiliates` and subcontractors' compliance with and breach of this Agreement as if such affiliates` and subcontractors' acts and omissions were party's own.
10.8. In the event any Confidential Information is required to be disclosed by law or order of any government authority having jurisdiction over the receiving party (including as necessary for a party to assert a claim in a court of competent jurisdiction), before any such disclosure the receiving party will provide notice to the disclosing party reasonably sufficient to allow the disclosing party the opportunity to apply for a protective order or other restriction regarding such disclosure, unless giving such notice is restricted by applicable law. In the event such Confidential Information is disclosed in such circumstances, such Confidential Information shall continue to constitute Confidential Information in all other circumstances pursuant to this Agreement.
10.9. After termination or expiration of this Agreement, and at the request of the disclosing party, receiving Party must within 30 (thirty days) return or destroy (and certify to such destruction in writing, such certification not to be unreasonably withheld or delayed) all Confidential Information of the disclosing party and all Confidential Information in the possession of any third parties to whom receiving party disclosed Confidential Information pursuant to this Agreement.
10.10. Notwithstanding the foregoing, receiving party may retain Confidential Information as required by applicable laws with jurisdiction over receiving party and any such uses or disclosures of Confidential Information by the receiving party will be limited to only those uses and disclosures mandated by the applicable laws. Notwithstanding the foregoing, we may retain a copy of all or some parts of Confidential Information for internal purposes of developing the Services further (e.g. for training machine learning algorithms), whereby all such Confidential Information shall be kept confidential pursuant to this Agreement.
11. Limitation of Liability
11.1. DISCLAIMER OF INDIRECT DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWED BY LAW, WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CLIENT FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF WE ARE APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
11.2. CAP ON LIABILITY. TO THE FULLEST EXTENT ALLOWED BY LAW, UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO US DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).
11.3. INDEPENDENT ALLOCATIONS OF RISK. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY US TO CLIENT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE.
12.1. You agree to defend, indemnify and hold harmless us and our subsidiaries, affiliates, contractors, officers, directors, employees, successors, agents and assignees from any claims, losses, costs, liabilities and expenses (including attorneys’ fees) relating to or arising:
- out of your connection to or use of the Services, including but not limited to, any breach by you of the Agreement (including this ToS), and/or
- any claims arising from the personal data (e.g. in User Content) that you submit, post, transmit or make available through the Services, and/or
- from disclosure of your personal data by you to any third party.
13. Local regulations
13.1. We make no representation that our Services are available for use or permitted by law in any particular location. To the extent you choose to access our Services, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the country you reside in.
14. Third-party websites
The Services may contain links to third-party websites that are not owned or controlled by us. We assume no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, we do not censor or edit the content of any third-party websites.
15. Non-solicitation and no resale
15.1. You may not use the Services to solicit, interfere with, or endeavor to entice away from us any of our customers, users, or subscribers.
15.2. The Services are for your own use only. Other than permitted under this ToS, you agree not to resell, share, duplicate, copy, distribute, lease, access or provide shares of Services for any commercial purposes.
16.1. This Agreement shall renew automatically after the end of your subscription period, unless you have chosen to cancel the Service before the end of that period. Any changes to your subscription will come in force after the end of the respective subscription period.
16.2. You may close your Resolw Account with us at any time on your account settings. Closing of the Resolw Account shall be regarded as termination of this Agreement between the Client and us.
16.3. We reserve the right to suspend or terminate your Resolw Account at any time without prior notice if:
- we have reason to suspect that you are connected to unlawful or illegal activity or an organization prohibited by applicable law, or
- we have been notified of any actual or threatened unauthorized use of your Resolw Account details or other actual or potential security breach or we otherwise suspect an unauthorized or fraudulent use of your Resolw Account, or
- it becomes or might become illegal or in breach of applicable laws or regulations for us to continue to allow you to use the Services, or
- you breach these ToS (including fail to pay for the Service in due time), and you do not cure the breach within 7 (seven) days after receiving respective notice from us, or you no longer meet the criteria for registration set out in this ToS, or
- we are required to do so under applicable law or are directed to do so by a court or other body of competent jurisdiction, or your Resolw Account has been inactive for 12 (twelve) months and during that time you have not used the Services.
16.4. Upon termination or expiration of this Agreement:
- you shall cease use of the Services and all rights granted to you under this Agreement will terminate;
- we shall close your Resolw Account and delete your User Content, whereby you understand and agree that we may maintain certain information and data for developing the Services further (e.g. statistics, for training machine learning algorithms);
- upon your written request received by us within 30 (thirty) days after termination of the Agreement, we will make your User Content (e.g. recorded calls) available for you at our choice to download, or export to you or hand over a copy in a generally recognized format. Thereafter, we have no obligation to maintain your User Content, or make them available to you and we may delete User Content.
16.5. Any suspected illegal activity can be ground for terminating the Agreement and close your Resolw Account and can be referred to the appropriate law enforcement authorities.
17. Entire Agreement, Modification, Survival and changes to this ToS
17.1. This Agreement constitutes the entire agreement between us and you and sets out all the conditions, understandings and agreements between us and you pertaining to the subject matter of the Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written.
17.2. Our and your obligations under the Agreement will be continuous and survive expiration or termination of the Agreement only if expressly provided in the Agreement or otherwise required by law or intended by their nature.
17.3. If any provision of the ToS is declared invalid or unenforceable by a court or other binding authority, the remaining terms (or parts), conditions and provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
17.4. We may change this ToS any time and we will notify you when we do. Using the Services after we have notified you and the changes have become effective means that you accept and agree with the new terms. If you do not agree with the new terms, you should stop using the Services and close you Resolw Account.
18. Applicable law
18.1. This Agreement shall be governed by the laws of Estonia. Disputes and disagreements shall be settled by negotiations between the parties. If an agreement is not reached within a reasonable period of time, the dispute shall be settled in Estonian courts, Harju County Court (Harju Maakohus), located in Tallinn, Estonia, being the court of first instance. For the avoidance of doubt, nothing in this Agreement deprives you of the protection afforded to you as a consumer by the mandatory provisions of the law of your residence.
19.1. Unless otherwise specified in the ToS, all notices will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; or if transmitted by facsimile or e-mail, latest on 5th (fifth) day after sending, unless the sender received a delivery failure notice and if the receipt is not electronically confirmed earlier by the addressee; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
19.2. Electronic notices shall be sent:
- If to us, to the email address specified at the top of this ToS,
- If to you, to the email address associated with your Account.