End Users Terms and Conditions

These End User Terms and Conditions (the Terms) are between you, the customer (Customer) and Acrolinx GmbH and its affiliates (Acrolinx). By execution of an order form or other purchasing document agreed by the parties (an Order) referencing the Acrolinx Platform (defined below), Customer may access the Service (defined below) subject to these Terms, unless Customer and Acrolinx have already entered into a written agreement; in which case the terms of such agreement will govern Customer’s access and use of the Service. Customer accepts and agrees to be bound by these Terms which are incorporated by reference into such Order.

1. The Service. These Terms provide Customer a non-exclusive, non-transferable, time-limited, worldwide license subscription to (i) access and use Acrolinx’s content governance service as further specified in an Order (Acrolinx Platform) and (ii) Locally Run Software and Documentation (collectively, with the Acrolinx Platform, the Service). Locally Run Software means client, connection, and integration software running as desktop application or web application on Customer’s local computers allowing a user to process content with the Acrolinx Platform. Documentation means the technical documentation, training material, and other material provided through the Service or by Acrolinx.

2. USE OF SERVICE.

a. Customer Owned Content. All content uploaded, checked, processed, or transmitted by Customer through the Service as well as revised content (Customer Content) remains the property of Customer, as between Acrolinx and Customer. Customer grants Acrolinx the right to use Customer Content for the purpose of performing under these Terms. During the term of these Terms, Customer may export its Customer Content as allowed by functionality within the Service.

b. Service Provided Revised Content. The Service provides content revision, scoring, reporting, and guidance information specific to Customer Content (Guidance) as well as some generic guidance and Documentation (defined above). Acrolinx hereby grants Customer a perpetual, irrevocable, non-exclusive, transferable license to copy, distribute, create derivative works, modify, publicly perform and display, and otherwise use such Guidance for any business purpose. Acrolinx will destroy any such Guidance stored in its systems within sixty (60) days of the termination of the applicable Order.

c. Contractor Access and Usage. Customer may allow its contractors to access the Service in compliance with these Terms, which access must be for the sole benefit of Customer provided such contractors are subject to substantially the same level of control by Customer as applied to its employed personnel, including non-disclosure agreements. Customer is responsible for the compliance with these Terms by its contractors.

d. Customer Responsibilities. Customer must keep its passwords secure and confidential. Customer is solely responsible for Customer Content and all activity in its accounts in the Service. Customer must use commercially reasonable efforts to prevent unauthorized access to its accounts. Customer must notify Acrolinx promptly of any such unauthorized access. Customer may use the Service only in accordance with the Service’s online Help Center, Documentation, and applicable law. As Locally Run Software operates in Customer’s environment and connects to the Acrolinx Platform, Customer must use industry standard anti-virus and anti-malware software and update without undue delay the Locally Run Software when updates are made available to Customer. Customer must use software approved by Acrolinx to connect to the Acrolinx Platform.

e. Acrolinx Support. Acrolinx provides customer support for the Service under the terms of Acrolinx’s Customer Support Policy (Support) which is located at https://support.acrolinx.com/hc/en-us/articles/10217771776658-Customer-Support-Policy, and is incorporated into these Terms  for all purposes. Support may change but will not materially degrade during any paid term.

f. Disclaimer. The Acrolinx linguistic analytic engine supports a wide range of styles, rule sets, and languages. Customer is aware that the degree of refinement and the content analysis within the Service may vary. Customer is solely responsible for the final decision regarding following or modifying Guidance or Customer Content.

ACROLINX DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE ACROLINX TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, ACROLINX DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.

g. Modifications. Customer acknowledges that Acrolinx may modify the features and functionality of the Service during the Service Term (defined below) so long as such modification does not result in a material decrease in functionality.

3. Payment. Customer shall pay all fees as specified on the Order within thirty (30) days of receipt of an invoice. If Customer requires a purchase order number on the invoice, Customer agrees to provide Acrolinx with a valid purchase order acceptable to Acrolinx no later than seven (7) days after signature of the Order. Any delay in providing a valid purchase order shall result in corresponding reduction of the contractually agreed payment terms. Customer shall pay all sales, use, withholding, VAT, and other similar taxes. These Terms contemplate one or more Orders for the Service, which Orders are governed by the terms of these Terms. Customer makes all payments under these Terms via Electronic Funds Transfer (EFT) to an account specified by Acrolinx. All amounts shall be paid in US dollars or Euros as indicated on the Order.

4. MUTUAL CONFIDENTIALITY.

a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, whether before or after signature, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Acrolinx’s Confidential Information includes without limitation the Service, its user interface design and layout, pricing information, security-related information of Acrolinx and its partners and service providers, most Locally Run Software, and large parts of the Documentation (both defined above).

b. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of these Terms. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its affiliates, employees, and contractors who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of these Terms.

c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to seek a protective order.

5. ACROLINX PROPERTY.

a. Reservation of Rights. The software, workflow processes, underlying algorithms, user interface, designs, Locally Run Software and Documentation, and other technologies provided by Acrolinx as part of the Service are the proprietary property of Acrolinx and its licensors, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with Acrolinx. Customer may not remove or modify any proprietary marking or restrictive legends in the Service or Locally Run Software and Documentation. Acrolinx reserves all rights unless expressly granted in these Terms.

b. Restrictions. Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) disassemble, decompile or reverse engineer the Service or Locally Run Software and Documentation, or any part thereof, or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Service or Locally Run Software and Documentation by any means whatsoever; or (vi) access the Service or use the Locally Run Software and Documentation to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.

c. Locally Run Software and Documentation. Acrolinx grants Customer a non-exclusive, non-transferable license during the term of each Order and subject to the terms of the Order, to operate and copy Locally Run Software and Documentation including all generally available updates solely in connection with the Service.

d. Statistical Data. Acrolinx may compile statistical information related to the performance of the Service, and may make such information publicly available, provided that such information does not incorporate Customer’s data or Customer Content or identify Customer’s Confidential Information or include Customer’s name (Statistical Information). Acrolinx retains all intellectual property rights in Statistical Information.

6. TERM, TERMINATION, AND SUSPENSION.

a. Service Term. The term of an Order (Service Term), including terms related to automatic renewal, will be defined in such Order. These Terms apply during any Service Term, subject to the survival provisions in section 10.h. 

b. Termination without cause. Customer may terminate an Order without cause with thirty (30) days’ prior written notice. Customer pays for the entire term as if a termination had occurred at the end of the current term. Upon the effective date of termination, Acrolinx is relieved from providing the Service.

c. Mutual Termination for Material Breach. Either party may, upon prior written notice to the other party, terminate an Order in the event of a material breach by such other party which remains uncured for a period of thirty (30) days after the breaching party receives notice of such breach. If Customer terminates an Order pursuant to this section, Acrolinx will provide a pro-rated refund of prepaid, unused fees from the effective date of termination. For the avoidance of doubt, non-payment of an uncontested invoice shall be considered a material breach of these Terms.

d. Return of Customer Content. Within sixty (60) days after termination, upon request Acrolinx will make the Service available for Customer to export content scoring data, Guidance, and Customer Content as provided in section 2. After such sixty (60) day period, Acrolinx has no obligation to maintain the Customer Content, scoring data and Guidance and may destroy it.

e. Customer Obligations Upon Termination. Upon termination of an Order, Customer must pay Acrolinx for any unpaid amounts, if applicable. In the event of termination of all Orders Customer shall destroy or return all property of Acrolinx; in such case and upon Acrolinx’s request, Customer will confirm in writing its compliance with this destruction or return requirement.

f. Suspension. Acrolinx may temporarily suspend the Service or remove the applicable Customer Content, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. Acrolinx may temporarily suspend the Service for unpaid invoices. Acrolinx will attempt to contact Customer before any suspension.

g. Professional Services. For the avoidance of doubt, implementation services or other ad hoc services purchased on a fixed price basis (Professional Services) are governed by the terms of the applicable statement of work.

7. LIABILITY LIMIT.

a. Exclusion of Indirect Damages. Neither party is liable for any indirect, special, incidental, or consequential damages arising out of or related to there Terms (including, without limitation, costs of delay; loss of data, records, or information; and lost profits, revenue, or anticipated cost savings), even if it knows of the possibility of such damage or loss.

b. TOTAL LIMIT ON LIABILITY. Except for indemnity obligations, and confidentiality obligations, the total liability of a party arising out of or related to these Terms (whether in contract, tort or otherwise) shall not exceed twice the aggregate amount paid or payable by Customer under the applicable Order within the twelve (12) month peiod preceding the event that gave rise to the liability.

8. INDEMNITY.

a. Defense of Third-Party Claims. Acrolinx will defend and hold Customer harmless or settle any third-party claim against Customer to the extent that such claim alleges that Acrolinx technology used to provide the Service violates a copyright, patent, trademark, or other intellectual property right, if Customer, promptly notifies Acrolinx of the claim in writing, cooperates with Acrolinx in the defense, and allows Acrolinx to solely control the defense or settlement of the claim. Costs. Acrolinx will pay infringement claim defense costs incurred as part of its obligations above, and Acrolinx negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely, then Acrolinx may modify the Service, procure the necessary rights, or replace it with the functional equivalent at no additional cost to Customer. If Acrolinx determines that none of these are reasonably available, then Acrolinx may terminate the Service and refund to Customer any prepaid and unused fees. Exclusions. Acrolinx has no obligation for any claim arising from: Acrolinx’s compliance with Customer’s specifications; a combination of the Service with other technology or aspects where the infringement would not occur but for the combination; use of Customer Content; or technology or aspects not provided by Acrolinx. This section contains Customer's exclusive remedies and Acrolinx's sole liability for intellectual property infringement claims.

b. By Customer. If a third party claims against Acrolinx that any part of the Customer Content infringes or violates that party’s patent, copyright or other right, Customer will defend Acrolinx against that claim at Customer’s expense and pay all costs, damages, and attorney’s fees, that a court finally awards or that are included in a settlement approved by Customer, provided that Acrolinx: promptly notifies Customer in writing of the claim; and allows Customer to control, and cooperates with Customer in, the defense and any related settlement.

9. GOVERNING LAW AND FORUM. If Customer is domiciled in the Americas, these Terms are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any conflicts of laws principles. In such case, the parties hereby consent and submit to personal jurisdiction of the courts situated in Boston, Massachusetts and all disputes arising in connection with these Terms shall be heard only by a court of competent subject matter jurisdiction situated in the Commonwealth of Massachusetts. If Customer is domiciled in Europe, Middle East, Africa, or the Asia Pacific region, these Terms shall be governed by and construed in accordance with the laws of Germany, without regard to any conflicts of laws principles. In such case, the parties hereby submit to the exclusive jurisdiction of the German courts and, more particularly, to the jurisdiction of the courts of Berlin, Germany. Nothing in these Terms prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.

10. OTHER TERMS.

a. Entire Agreement and Changes. These Terms and the Order(s) constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral, or written, not included in these Terms. No representation, promise, or inducement not included in these Terms is binding. No modification of these Terms is effective unless both parties sign it or the parties agree to it as part of an online process, e.g. a digital signature process. No waiver is effective unless the party waiving the right signs a waiver in writing.

b. No Assignment. Neither party may assign or transfer these Terms to a third party, except: these Terms with all Orders may be assigned, without the consent of the other party, as part of a merger, or sale of all or substantially all the assets, of a party. Customer may, without Acrolinx’s prior written approval, assign these Terms to a majority-owned affiliate of the Customer.

c. Independent Contractors. The parties are independent contractors with respect to each other.

d. Enforceability and Force Majeure. If any term of these Terms is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events. In the event of a force majeure event that prevents, hinders, or delays an Acrolinx performance for more than thirty (30) days, the Customer may terminate the applicable Order or these Terms upon notice to Acrolinx without regard to any notice provisions set forth herein.

e. Money Damages Insufficient. Any breach by a party of these Terms or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.

f. No Additional Terms. Acrolinx rejects additional or conflicting terms of any Customer form purchasing order referenced on any ordering document.

g. Order of Precedence. If there is an inconsistency between these Terms and an Order concluded by both parties, the Order prevails.

h. Survival. Any sections of these Terms, which by their nature should survive termination for a party to assert its rights and receive the protections of these Terms, will survive (including without limitation the confidentiality terms, right to payment, use restrictions, warranty disclaimers and limitations of liability). The UN Convention on Contracts for the International Sale of Goods does not apply.

i. Feedback. If Customer provides feedback or suggestions about the Service, then Acrolinx (and those Acrolinx allows to use its technology) may use such information without obligation to Customer.

j. Legal Compliance. Customer warrants compliance with all applicable laws and regulations, including without limitation applicable export control laws.

k. Data Protection Addendum. To the extent required by applicable law, Acrolinx provides the Service under Acrolinx’s data processing addendum located at https://www.acrolinx.com/dpa, which is incorporated into these Terms for all purposes. For the Addendum, “Company” is defined to be Customer and “Main Principal Agreement” is defined to be these Terms.

l. Publicity. Acrolinx may use Customer’s name and logos on Acrolinx’s website and in other Acrolinx marketing materials in accordance with Customer’s trademark guidelines.

m. US Government Restricted Rights. If Customer is a United States government agency or acquired the license to the software hereunder pursuant to a government contract or with government funds, then as defined in FAR §2.101, DFAR §252.227-7014(a)(1) and DFAR §252.227-7014(a)(5) or otherwise, all software provided in connection with these Terms are “commercial items,” “commercial computer software,” or “commercial computer software documentation.” Consistent with DFAR §227.7202 and FAR §12.212, any use, modification, reproduction, release, performance, display, disclosure, or distribution by or for the United States government is governed solely by the terms of these Terms and is prohibited except to the extent permitted by the terms of these Terms.

n. Purchase Through Reseller. If Customer subscribes to the Service via an authorized Acrolinx reseller (Reseller), and notwithstanding anything set forth otherwise in these Terms: (i) in addition to Customer’s compliance with these Terms, Customer’s right to access and use the Service is subject to the terms and conditions of Customer’s agreement with the Reseller (the Reseller Agreement), including Customer’s obligation to timely pay fees to the Reseller; (ii) Customer will execute Orders directly with the Reseller; and (iii) the terms and conditions of section 3 (Payment) do not apply. Resellers are not authorized to modify these Terms, and Acrolinx is not bound by any obligations to Customer other than as set forth in these Terms. Acrolinx may temporarily suspend or terminate the Service upon the written instructions of Reseller. 

Last updated May 30, 2024

The previous version of these terms is available here.