Terms of Service

This Terms of Service Agreement (the "Agreement") regulates your access to and use of Plate Plus, a rich-text editor framework, and associated AI services (collectively referred to as the "Service") provided by Udecode (referred to as "Udecode," "we," "us," or "our"). By using the Service, you affirm your comprehension and acceptance of all terms and conditions outlined in this Agreement. If you are entering this Agreement on behalf of a business or other legal entity, you warrant that you are authorized to legally bind that entity to this Agreement, in which case references to "you" refer to that entity. If you lack such authority, or if you disagree with these terms and conditions, you must not accept this Agreement and are prohibited from using the Service.

Carefully review the Mutual Arbitration Agreement detailed later in this document. It obligates you to settle disputes with Udecode on an individual basis (waiving rights to class actions) through final and binding arbitration. By agreeing to this Agreement, you explicitly acknowledge your understanding and acceptance of all terms of this Mutual Arbitration Agreement, and have considered the implications of this crucial decision. The "Effective Date" of this Agreement is the date you first accept these terms.

1. Definitions

1.1 "Service" encompasses the Plate Plus rich-text editor framework, associated AI services, and any related materials or documentation. 1.2 "Licensee" refers to the individual (Personal License) or business entity (Team License) who purchased the license. 1.3 "End Product" means any artifact produced that incorporates Plate Plus or its derivatives. 1.4 "End User" is a user of an End Product. 1.5 "Employee" is a full-time or part-time employee of the Licensee. 1.6 "Contractor" is an individual or entity contracted to perform services for the Licensee. 1.7 "Client" is an individual or entity receiving custom professional services directly from the Licensee.

2. License Grant

Subject to the terms of this Agreement, Udecode grants you an ongoing, non-exclusive license to use Plate Plus. The specific terms of your license (Personal or Team) are as follows:

Personal License

This license permits one individual (the Licensee) to access and use Plate Plus.

You can:

• Use Plate Plus to create unlimited End Products.
• Modify Plate Plus to create derivative works, which remain subject to this license.
• Use Plate Plus to create unlimited End Products for unlimited Clients.
• Create End Products for sale to End Users.
• Use Plate Plus in open-source End Products that are freely available to End Users.

You cannot:

• Create End Products that allow End Users to build their own products using Plate Plus or its derivatives.
• Redistribute Plate Plus or its derivatives separately from an End Product.
• Share your access to Plate Plus with others.
• Use Plate Plus to create products that compete with Plate Plus or Udecode's business, as determined by Udecode.

Team License

This license allows up to 5 Employees and Contractors of the Licensee to access and use Plate Plus.

You can:

• Use Plate Plus to create unlimited End Products.
• Modify Plate Plus to create derivative works, which remain subject to this license.
• Use Plate Plus to create unlimited End Products for unlimited Clients.
• Create End Products for sale to End Users.
• Use Plate Plus in open-source End Products that are freely available to End Users.

You cannot:

• Create End Products that allow End Users to build their own products using Plate Plus or its derivatives.
• Redistribute Plate Plus or its derivatives separately from an End Product.
• Create End Products that are not the property of the Licensee or the Licensee's Clients.
• Grant access to individuals who are not Employees or Contractors of the Licensee.
• Use Plate Plus to create products that compete with Plate Plus or Udecode's business, as determined by Udecode.

3. AI Services Policy

Your use of Plate Plus's AI services is subject to the terms of this AI Services Policy. Udecode may utilize your inputs to train and enhance our products and services, including Plate Plus and its AI capabilities.

AI Development for Plate Plus

Our AI solutions are built on a combination of proprietary algorithms and models sourced from leading AI providers. User inputs may be used to enhance our AI's learning models for improved service accuracy and relevance.

Security, Privacy, and Trust

Udecode is dedicated to ethical, responsible AI development and use, ensuring user data protection and a respectful user environment.

• Data Usage and Privacy: User inputs may be processed by our AI technology, aligning with our Privacy Policy. Interactions with our AI may be used for model training and improvement.
• Compliance with Data Protection: We regularly update our policies in line with current data protection regulations and industry standards.
• Ethical Considerations and Safety: Our AI development process includes ethical, security, and regulatory considerations, with safeguards to prevent misuse.

Third-Party Service Providers

Plate Plus's AI capabilities are powered by services from notable AI technology providers. The current list includes OpenAI, and may be expanded in the future. Any changes to this list will be reflected in these terms.

Acceptable Use

Plate Plus's AI features are intended for enhancing rich-text editing capabilities. Prohibited uses include:

• Illegal activities
• Inauthentic, deceptive, or impersonation behaviors
• Violations of Plate Plus's policies or terms of service

Violations may result in service termination. This policy is subject to periodic review and updates to ensure ongoing relevance and effectiveness.

4. Permissions and Restrictions

4.1 Permissions: By agreeing to this Agreement, you consent to allow Plate Plus to connect to your Plate Plus account. A valid Plate Plus account is required for using the Service. You are responsible for: (a) ensuring your compliance with this Agreement in your use of Plate Plus, and if you are representing an organization, ensuring that each of your employees who uses Plate Plus has their own individual account and adheres to this Agreement; and (b) managing and responsibly using the Service. Each account holder is individually accountable for how they utilize Plate Plus.

4.2 Restrictions: You are prohibited from, and must not permit any third party to: (i) reverse engineer or attempt to uncover the source code of any part of Plate Plus; (ii) reproduce, modify, translate, or create derivative works from any part of the Service; (iii) export Plate Plus or assist others in licensing, sublicensing, reselling, distributing, or otherwise transferring the Service; (iv) remove or obliterate any proprietary notices on the Service or any copies thereof; or (v) disclose or use benchmarking results of the Service for competitive purposes without Udecode's prior written consent. You must use Plate Plus in compliance with all relevant laws and regulations.

5. Disclaimer of Warranty

The Service is provided to you on an "AS IS" and "AS AVAILABLE" basis. Udecode and its licensors make no warranties regarding the performance of Plate Plus or the suitability of the Service for your purposes, whether express, implied, statutory, or otherwise. All other warranties, including but not limited to warranties of non-infringement, merchantability, and fitness for a particular purpose, are expressly disclaimed. You bear full responsibility for the security of your environment when using Plate Plus and should adhere to best security practices.

6. Intellectual Property Rights, Support and Feedback

6.1 Udecode Rights. All rights, title, and interest in and to Plate Plus, including any improvements, updates, modifications, or additional components thereof, shall remain the property of Udecode or its licensors at all times. This Agreement does not confer any right, title, or interest in Plate Plus to you, except as expressly stated herein. Udecode reserves all rights not explicitly granted in this Agreement.

6.2 Your Rights. As between you and Udecode, you retain ownership of any content created through your use of Plate Plus.

6.3 Support. Despite the above disclaimer of warranty, Udecode may, at its sole discretion, provide support regarding the use of Plate Plus, but is not obligated to do so.

6.4 Feedback. You agree to provide Udecode with feedback regarding your use of Plate Plus, which may include oral or written reports of errors or other issues. This feedback, along with any materials, information, ideas, concepts, and know-how you provide related to Plate Plus ("Feedback"), will become the property of Udecode. You hereby assign all rights, title, and interest in the Feedback, including intellectual property rights, to Udecode, and agree to assist Udecode, at our expense, in securing and enforcing these rights.

7. Limitation of Liability, Allocation of Risk, Indemnity

7.1 Limitation of Liability. Udecode and its licensors shall not be liable for special, incidental, consequential, or indirect damages related to this Agreement, including, but not limited to, lost profits, lost savings, or damages arising from loss of use, loss of content, data, or any actual or anticipated damages. This applies regardless of the legal theory on which such damages may be based, and even if Udecode or its licensors have been advised of the possibility of such damages. In no event shall Udecode's direct damages exceed one hundred dollars (US $100.00). Furthermore, Udecode's licensors shall not be liable for any damages of any kind.

7.2 Allocation of Risk. You and Udecode agree that the limitation of liability outlined in Section 7.1 and the warranty disclaimer in Section 5 fairly allocate the risks in this Agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties, and the limitations specified in this Section 7 shall apply notwithstanding any failure of the essential purpose of this Agreement or any limited remedy under it.

7.3 Indemnity. You agree to defend, indemnify, and hold harmless Udecode, its affiliates, and third-party licensors from and against any claims, losses, and expenses (including attorneys' fees) arising from or relating to your use of Plate Plus. This includes, without limitation, any products or services that you develop using Plate Plus, any claims by a third party or another user of Plate Plus that your use infringes or misappropriates their intellectual property rights, and/or your breach of applicable law.

8. Confidentiality

All information relating to Plate Plus, including, but not limited to, any feedback you provide, the existence and terms of this Agreement, and the functionality of Plate Plus, is considered confidential information of Udecode. You agree not to use or disclose such confidential information except as necessary to perform and exercise your rights under this Agreement. This confidentiality obligation includes taking reasonable precautions to prevent any unauthorized use or disclosure of such information.

9. Payment of Fees

You agree to pay all fees associated with your chosen license for Plate Plus ("Fees"). All payments are non-refundable and non-transferable, except as authorized by Udecode in its sole discretion. We reserve the right to modify our pricing terms at any time, with appropriate notice given on our website or through other communications. For purchases of licenses, you must provide current, accurate, and authorized payment method information, and promptly update us with any changes to this information. Failure to pay any Fees may result in suspension or cancellation of your license.

10. Term and Termination

The term of this Agreement begins on the Effective Date and continues indefinitely, subject to your compliance with the terms herein. You may terminate this Agreement at any time by stopping the use of Plate Plus. This Agreement will also terminate immediately upon notice from Udecode if you fail to comply with any provision of this Agreement. Upon termination of this Agreement, you must cease using Plate Plus, and Udecode may delete any data or content you have submitted. However, you may continue to use any content created during the term of your license in accordance with the terms of this Agreement, which will survive termination.

11. Government End Users

The Plate Plus software and its associated documentation, as provided in this Agreement, constitute commercial computer software and related documentation developed exclusively with private funding. According to the definitions set forth in the Federal Acquisition Regulations (FAR) at section 2.101 and the Defense Federal Acquisition Regulation Supplement (DFARS) at sections 252.227-7014(a)(1) and 252.227-7014(a)(5) – or other relevant regulations applicable to you – Plate Plus and its documentation are deemed to be "commercial items," "commercial computer software," and "commercial computer software documentation." In line with the guidelines of FAR section 12.212 and DFARS section 227.7202, or any other analogous regulations applicable to you, the deployment, alteration, duplication, performance, exhibition, or disclosure of Plate Plus and its associated documentation by any United States government body, or its agencies or contractors, is subject to the stipulations of this Agreement. Such actions are restricted except as explicitly authorized under the terms of this Agreement.

12. General Provisions

12.1 Miscellaneous: All official communications under this Agreement should be in writing, and can be delivered either in person, via certified or registered mail with return receipt requested, or through electronic transmission with acknowledgment of receipt. Delivery is considered effective upon personal delivery, five (5) calendar days after being mailed, or upon confirmation of electronic transmission. Neither party's failure to enforce any rights or provisions in this Agreement constitutes a waiver of such rights or provisions. This Agreement does not create any agency, partnership, or other joint venture between the parties. Assignment, sublicensing, or transfer of this Agreement by either party requires the other party's prior written consent, except in cases of a merger, sale of assets, or similar transactions where the acquiring entity assumes all obligations under this Agreement. In legal actions related to this Agreement, the prevailing party is entitled to recover reasonable fees and costs, including attorney and expert witness fees. This Agreement represents the complete understanding regarding Plate Plus and supersedes any prior agreements. If any part of this Agreement is held to be illegal or unenforceable, it will be modified to the minimum extent necessary to make it legal and enforceable, without affecting the rest of the Agreement.

12.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Belgium, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, this Agreement or Plate Plus shall be instituted exclusively in the courts of Brussels, Belgium. Both parties consent to the jurisdiction and venue in these courts.

12.3 Arbitration Agreement: This section constitutes a binding written agreement to arbitrate, as per the relevant arbitration laws in Belgium. Both parties acknowledge and agree that this section meets the requirements for a written arbitration agreement under Belgian law. Any amendment to this section must be made through mutual agreement between both parties. For the purposes of this section, "Claims" encompasses all disputes, liabilities, causes of action, and legal issues that may arise from or relate to Plate Plus and your usage of it, including all associated content and materials. In the event of any dispute arising from this Agreement or the use of Plate Plus, both parties agree to seek resolution through binding arbitration in Brussels, Belgium, conducted in English, unless otherwise mutually agreed upon.

12.3.1 Informal Dispute Resolution: In the event of any Claim arising from or related to Plate Plus or this Agreement, both parties agree to first attempt an informal resolution. Upon the emergence of such a Claim, each party shall send the other a notice outlining the nature of the Claim and a proposed resolution. The notice from Udecode to you will be sent to the most recent contact information you have provided. If this information is absent or outdated, Udecode is not obligated to follow this informal resolution process. Both parties will then engage in dialogue for a period of sixty (60) days from the receipt of the notice to attempt to resolve the Claim amicably.

12.3.2 Arbitration Process: If the parties cannot resolve a Claim within sixty (60) days of receiving the notice, then the Claim shall be resolved through binding arbitration in Belgium, under Belgian law. This arbitration will be conducted in English unless otherwise agreed upon. The laws of Belgium will govern the arbitration process, including issues of interpretation, enforceability, or formation of this Agreement.

12.3.3 Class Action Waiver: Both you and Udecode agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

12.3.4 Opt-Out Option: You reserve the right to opt-out of the arbitration and class action waiver provisions detailed above. To exercise this right, you must send a written notice of your decision to opt-out to [email protected], with the subject line "Udecode Arbitration and Class Action Waiver Opt-Out." This notice must