TextRazor Terms of Use

These terms of use (together with the documents referred to in them) tell you the conditions on which you may make use of the TextRazor service available at www.textrazor.com (TextRazor) including the TextRazor API, whether as a guest or a registered user. Please read these terms of use carefully before you start to use TextRazor. By using TextRazor, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using TextRazor. If you are a business or an organisation, these conditions to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Certain terms are stated to apply differently to you if you are an individual person acting for purposes outside their trade, business, craft or profession habitually residing in the United Kingdom or European Economic Area (“European Consumer”). Your attention is drawn in particular to the Our Liability section below, which sets out limits and exclusions to our liability to you.

INFORMATION ABOUT US

TextRazor is operated by TextRazor Ltd (“We” or “Us”). We are registered in England and Wales under company number 08481159 and have our registered office at White Horse House, The Green, Mistley, Essex, CO11 1EX

THE TEXTRAZOR SERVICE

On the condition that you comply with these terms of use, including the Acceptable Use Policy, we grant you a limited, revocable, non-assignable, non-sublicenseable right to access TextRazor for your own personal use or your own internal business purposes, by means of the API we provide you.

To be permitted to use TextRazor, you must not be currently prohibited from having a TextRazor account and (if you are an individual) be 18 years of age or older.

We will do what we reasonably can to keep the TextRazor service working continuously. However, various technical problems or maintenance may, from time to time, result in temporary interruptions. We therefore reserve the right, periodically and at any time, to temporarily interrupt availability of functions and features of the TextRazor service, with or without notice. You understand and acknowledge that any such action we take will be without liability to you for any interruption, modification, or unavailability of TextRazor as a whole or any of its function or features. You understand and agree that TextRazor has no obligation to maintain, support, upgrade, or update TextRazor, or to provide any specific feature through TextRazor.

If you choose, or you are provided with, an API key, user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of these terms of use. If you are a business or organisation, you are responsible for ensuring that any employee or other staff member abides by these terms and you will remain responsible for their actions using TextRazor. When using TextRazor, you must comply with the provisions of our Acceptable Use Policy at https://www.textrazor.com/aup.

To be clear, we do not guarantee any results from using TextRazor. We will provide TextRazor in accordance with its reference documentation on the www.textrazor.com website, but the output from your use of TextRazor is dependent on the nature of the data you input.

SUBSCRIPTIONS, PAYMENT AND CANCELLATION

TextRazor account holders may access TextRazor by any of our range of subscriptions as advertised on www.textrazor.com.

All subscriptions (other than the Free plan) advertised on TextRazor are referred to in these terms as ‘Paid Subscriptions’ and are provided conditional upon payment of the relevant subscription fee notified to you as part of the upgrade process. If you are a European Consumer, you have the right to change your mind and, receive a refund, if you notify us of your cancellation of your order for a Paid Subscription within 14 days of purchase, but only if you have not used any feature which is not available in the Free plan. This does not affect your rights as a European Consumer if TextRazor is defective. To cancel – email us at support@textrazor.com.

If you have a Paid Subscription, your subscription fees will be billed in advance for each month in accordance with the relevant subscription plan price notified to you during the upgrade process. Your payment to TextRazor will automatically renew at the end of each monthly subscription period, unless you or we cancel your Paid Subscription through your account page before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the Free plan. However, if you cancel your Paid Subscription, we will not refund any subscription fees already paid to us.

You can upgrade to a Paid Subscription at any time through your TextRazor account page at https://www.textrazor.com/login or by emailing us at support@textrazor.com. If you upgrade from a Paid Subscription to a higher Paid Subscription, we will charge you the higher subscription rate pro-rata for the remainder of your current subscription period. If you downgrade (either to a lower Paid Subscription or to a Free plan) this will take effect at the end of your current subscription period.

Please note that we may terminate your account and your ability to use TextRazor on notice in writing if you breach any of these Terms, including the Acceptable Use Policy. This is in addition to any other rights or remedies we may have. We may also terminate your account on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, the TextRazor service, or our customers.

You shall make all payments under this Agreement without withholding or deduction of, or in respect of, any tax, levy or duty or charge unless required by law. If any such withholding or deduction is required, you shall, when making the payment to which the withholding or deduction relates, pay to TextRazor such additional amount as will ensure that TextRazor receives the same total amount that it would have received if no such withholding or deduction had been required.

All fees are exclusive of VAT. If you are resident or established in the United Kingdom, we will add VAT. If you are established or resident outside the UK but in the European Union, we will add VAT unless you provide us with a valid VAT registration number or proof that you are using TextRazor for business purposes. We will not add VAT to sums charged to businesses, organisations or consumers outside the United Kingdom and European Union.

We are entitled to increase the subscription charges at the start of each renewal period, if we give you 30 days prior notice.

To be clear, if you are a business or organisation, all Paid Subscriptions are subject to these conditions to the exclusion of any other terms that you may seek to impose or incorporate (including in any Purchase Order), or which are implied by trade, custom, practice or course of dealing. No part of TextRazor constitutes a contractual offer capable of acceptance. Your request to purchase a Paid Subscription constitutes a contractual offer that we may, at our sole discretion, accept. Our acceptance is indicated by Us sending you a Paid Subscription confirmation by email. When we have sent you a subscription confirmation email there will be a legally binding contract between us and you for the Paid Subscription on these terms.

If metered billing is enabled on your Paid Subscription account, and you exceed the allocation usage for your Paid Subscription, any such excess usage will be added to your next invoice at the rate shown in your account page.

Certain Paid Subscriptions include increased support levels. To the extent that these are specified on www.textrazor.com as being applicable to your Paid Subscription, we will provide the additional services specified in the Cloud SLA at https://www.textrazor.com/sla.

INTELLECTUAL PROPERTY RIGHTS

We are the owner or the licensee of all intellectual property rights in TextRazor, and in the TextRazor website (and in the material published on it). Those rights are protected by copyright and trade mark laws and treaties around the world. All such rights are reserved.

You must not re-use any part of the intellectual property rights embodied in TextRazor without obtaining a licence to do so from us or our licensors.

MATERIAL SUBMITTED BY USERS

You grant TextRazor a licence to use any information you submit for processing by TextRazor, solely for the purposes of providing TextRazor to you. We will not store the ‘text' input parameter in requests to TextRazor for any reason except that, if you consent in advance, we may also use the information for the purposes of optimising TextRazor for use by you and others.

By providing information to us, you confirm that you are entitled to provide that information and that the information is in conformity with our Acceptable Use Policy and not in violation of any privacy, contractual or other third party rights. To the extent that you are a data controller, and we act as your data processor in respect of any personal data comprised in the data in respect of which you use the Services, the Data Processing Terms set out below will additionally apply.

We are constantly working on ways of improving TextRazor. We cannot do so efficiently if we have to avoid ground covered by user contributions; it may be that we are already working on an area for improvement or development suggested by a user. By submitting ideas, suggestions, documents, and/or proposals (referred to here as “Comments”) to TextRazor, you agree that it does not contain confidential information or intellectual property rights and that TextRazor is not under any obligation of confidentiality, express or implied, with respect to the Comments. TextRazor shall be entitled to use or disclose such Comments in any part of the world for any purpose, in any way, in any media. You agree that you are not entitled to any compensation or payment of any kind from TextRazor under any circumstances in respect of any Comment.

TEXTRAZOR CHANGES REGULARLY

We aim to update TextRazor regularly, and may change the service at any time. If the need arises, we may suspend access to TextRazor, or close it indefinitely. Any of the material on TextRazor may be out of date at any given time, and we are under no obligation to update such material.

If you have a current Paid Subscription, we will notify you by email at least 12 months before either (i) discontinuing the TextRazor service (unless we replace it with a materially similar service); or (ii) significantly modifying the TextRazor API in a backwards-incompatible manner. Nothing in this section restricts us from making changes to the TextRazor service (including the API) which are for the purposes of complying with any applicable law, addressing a security risk we reasonably consider to be material, avoiding a substantial economic or material technical burden.

We use various third party data sources to power TextRazor. These data sources are subject to change. We shall use reasonable endeavours to maintain access to the data sources currently used at the time you commence your subscription, but makes no warranty that any data source shall remain in use throughout the term of your subscription. Without limitation, in the event that continued use of any data source becomes subject to any legal, contractual, technical requirements which we consider unduly burdensome for us as a business, or we consider that it is subject to insufficient security measures, we may discontinue use of that data source.

OUR LIABILITY

Nothing in these Terms limits or excludes our liability for fraud or for death or personal injury caused by negligence or for any liability which cannot be excluded or limited under applicable law.

We work hard to make TextRazor the best it can be, but a process of constant iterative improvement of the service means that the TextRazor service is provided without any guarantees, conditions or warranties as to its accuracy or comprehensiveness. We work hard to maintain the integrity and availability of the service, but we cannot warrant that TextRazor will be available 100% of the time. We provide the platform for TextRazor and all information and services on an “as is” and “as available” basis.

If you are dissatisfied or harmed by TextRazor or anything related to TextRazor, you may close your TextRazor account and terminate this agreement by cancelling your subscription by means of your account page.

Neither we nor any of our directors, shareholders or agents will be legally responsible to you for:

• loss of income or profits;
• business interruption;
• loss of use of TextRazor;
• loss of anticipated savings;
• lost business or missed opportunities;
• any loss caused to you by any user by means of TextRazor;
• any indirect or consequential loss or damage; or
• any loss or damage that is not directly caused by us or which we could not reasonably expect at the time we entered i nto this agreement with you.

We will not be legally responsible to you if we cannot provide the services because of something outside of our reason able control.

Unless you are a European Consumer, our maximum aggregate liability under or in connection with these Terms, or any collateral contract, whether in contract (including, for the avoidance of doubt, the Data Processing Terms below), tort (including negligence) or otherwise shall be limited to a sum equal to the greater of: (i) the aggregate amount which you have paid to us in the preceding 12 months, or (ii) £1000. If you are a consumer (not a business or organisation), we will not be responsible for any business loss, nor for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen of if, at the time you registered for TextRazor, both we and you knew it might happen.

These terms will not affect any rights which you may have as a European Consumer.

Each of the paragraphs in this ‘Our Liability’ section operates separately. If any of them is found by a court to be inapplicable or unenforceable, the other parts will still apply.

VIRUSES

Like any online service provider, we cannot and do not guarantee that TextRazor will be free from viruses and other malware. You must use suitable malware protection software to protect your network and devices when using TextRazor.

INFORMATION ABOUT YOU AND YOUR VISITS TO TEXTRAZOR

We process information about you and your use of TextRazor in accordance with our Privacy Policy https://www.textrazor.com/privacy. By using TextRazor, you consent to such processing and you promise that all data provided by you is accurate.

USING TEXTRAZOR

Whenever you use TextRazor, you must comply with our acceptable use policy at https://www.textrazor.com/aup. You promise that any use you make of TextRazor complies with those standards. We have the right to disclose your identity to any third party who is claiming that any material submitted by you to TextRazor constitutes a violation of their intellectual property rights, or of their right to privacy.

LINKING TO TEXTRAZOR

You may link to TextRazor, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link or otherwise act in such a way as to suggest any form of approval or endorsement on our part of you or your goods and services, where no such approval or endorsement exists.

You must not establish a link from any website that is not owned by you.

TextRazor must not be mirrored, framed or replicated on any other site. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy.

If you wish to make any use of material on TextRazor other than that set out above, please address your request to support@textrazor.com

LINKS FROM TEXTRAZOR

Where TextRazor contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

JURISDICTION AND APPLICABLE LAW

These Terms are governed by and will be interpreted and construed in accordance with the laws of England and each of us agrees to only bring legal actions in relation to TextRazor or these terms of use in the courts of England and Wales. Nothing in these terms affects your rights as a European Consumer. If you are a consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these terms and conditions, including this section, affects your rights as a consumer to rely on such mandatory provisions of local law.

TRADE MARKS

TEXT RAZOR is a trade mark of TextRazor Limited.

VARIATIONS

We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Changes to these terms will be the subject of a notice on the home page of TextRazor. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on TextRazor. If you do not agree to any of the changes, you can terminate your TextRazor account. If you continue to use TextRazor following the changes, you are agreeing to them.

SEVERANCE

If any of these terms of use is found to not be legally effective, the rest of the terms of the Terms shall still be effective. We can replace any clause that is not legally effective with a clause of similar meaning that is lawful and effective.

WAIVER

Failure by either you or us to enforce any rights under these Terms shall not prevent either you or us in taking further action.

EVENTS OUTSIDE OUR CONTROL

We will not be responsible for any failure to deliver TextRazor in accordance with these Terms if it is caused by events outside our reasonable control (for example, failure of public or private communications networks, acts of government, extreme weather, or civil disturbance.)

CONCERNS

TextRazor provides a way for you to make complaints concerning material submitted by users. If you have any concerns about material which you are aware has been processed by means of TextRazor, including in relation to intellectual property rights, confidentiality or defamation, please contact support@textrazor.com.

DATA PROCESSING TERMS

These Data Processing Terms reflects the parties’ agreement with respect to the processing of personal data by TextRazor on behalf of the Customer in connection with the Services. In respect of any processing by TextRazor of any personal data as data processor on the Customer’s behalf, these Data Processing Terms shall additionally apply and form part of these Terms of Use:

In these Data Processing Terms:

• (a) references to any Applicable Laws (including to the Data Protection Laws and each of them) and to terms defined in such Applicable Laws shall be replaced with or incorporate (as the case may be) references to any Applicable Laws replacing, amending, extending, re-enacting or consolidating such Applicable Law (including the GDPR and any new Data Protection Laws from time to time) and the equivalent terms defined in such Applicable Laws, once in force and applicable;
• (b) a reference to a law includes all subordinate legislation made under that law; and
• (c) references to “paragraph numbers” are to paragraphs of these Data Processing Terms.

1 Data Processor and Data Controller

• 1.1 The parties agree that, for the Protected Data, the Customer shall be the Data Controller and TextRazor shall be the Data Processor. Where the Customer is itself a Data Processor, TextRazor shall be a sub-processor of the Customer.
• 1.2 TextRazor shall process Protected Data in compliance with the obligations of Data Processors under Data Protection Laws in respect of the performance of its obligations under the Terms of Use.
• 1.3 The Customer shall comply with all Data Protection Laws in connection with the processing of Protected Data, the Services and the exercise and performance of its respective rights and obligations under the Terms of Use, including maintaining all relevant regulatory registrations and notifications as required under Data Protection Laws.
• 1.4 The Customer warrants and undertakes that:
  • 1.4.1 it shall ensure that Data Subjects are provided with appropriate information regarding the processing of their Personal Data on the Customer’s behalf by TextRazor, including by means of a transparent and easily accessible privacy notice; and
  • 1.4.2 all instructions given by it to TextRazor in respect of Personal Data shall at all times be in accordance with all applicable laws including Data Protection Laws.

2 Instructions and details of processing

• 2.1 Insofar as TextRazor processes Protected Data on behalf of the Customer, TextRazor:
  • 2.1.1 unless required to do otherwise by Applicable Law, shall process the Protected Data only on and in accordance with the Customer’s documented instructions as set out in this paragraph 2 and in the Data Processing Details section below and (Processing Instructions);
  • 2.1.2 if Applicable Law requires it to process Protected Data other than in accordance with the Processing Instructions, shall notify the Customer of any such requirement before processing the Protected Data (unless Applicable Law prohibits such information on important grounds of public interest); and
  • 2.1.3 shall inform the Customer if TextRazor becomes aware of a Processing Instruction that, in TextRazor’s opinion, infringes Data Protection Laws, provided that this shall be without prejudice to paragraphs 1.3 and 1.4.
• 2.2 The processing of Protected Data to be carried out by TextRazor under the Terms of Use shall comprise the processing set out in the Data Processing Details section below, as may be updated from time to time by agreement between the parties.

3 Technical and organisational measures

• 3.1 TextRazor shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Protected Data), confidentiality and integrity of Protected Data, as set out in the Data Processing Details section below (Technical and organisational security measures).

4 Using staff and other processors

• 4.1 The Customer provides general written authorisation to TextRazor to engage Sub-Processors to perform the Services. TextRazor shall notify the Customer of any additions to its Sub-Processors. The Customer shall be given the opportunity to object to any new Sub-Processor and state its grounds for doing so. The Customer acknowledges that Sub-Processors are essential in order for TextRazor to provide the Services and that objecting to the use of a Sub-Processor may prevent TextRazor from continuing to provide the Services to the Customer. In the event that TextRazor is unable to adequately address those objections, either party may terminate the agreement under the Terms of Use for use of the Services upon notice without liability to the other. For the avoidance of doubt, in such circumstances TextRazor shall not be obliged to refund any Subscription Fees paid by the Customer. The Sub-Processors currently engaged by TextRazor from time to time by the Customer are listed at https://www.textrazor.com/subprocessors.
• 4.2 TextRazor shall:
  • 4.2.1 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract substantially on the standard terms of business of that Sub-Processor, or containing materially the same obligations as under these Data Processing Terms, that is enforceable by TextRazor;
  • 4.2.2 ensure each such Sub-Processor complies with all such obligations; and
  • 4.2.3 remain fully liable for all the acts and omissions of each Sub-Processor which constitutes a breach of these Data Processing Terms as if they were its own.
• 4.3 TextRazor shall ensure that all its personnel authorised by it to process Protected Data are subject to an obligation to keep the Protected Data confidential (except where disclosure is required in accordance with Applicable Law).

5 Assistance with the Customer’s compliance and Data Subject rights

• 5.1 TextRazor shall refer all Data Subject Requests it receives to the Customer within 7 days of receipt of the request.
• 5.2 TextRazor shall provide such reasonable assistance as the Customer reasonably requires (taking into account the nature of processing and the information available to TextRazor) to the Customer in ensuring compliance with the Customer’s obligations under Data Protection Laws with respect to:
  • 5.2.1 security of processing;
  • 5.2.2 data protection impact assessments (as such term is defined in Data Protection Laws);
  • 5.2.3 prior consultation with a Supervisory Authority regarding high risk processing; and
  • 5.2.4 notifications to the Supervisory Authority and/or communications to Data Subjects by the Customer in response to any Personal Data Breach, provided the Customer shall pay TextRazor’s reasonable charges for providing the assistance in this paragraph 5.2, such charges to be calculated on a time and materials basis at TextRazor’s then-current rates.

6 International data transfers

• 6.1 The Customer agrees that TextRazor may transfer Protected Data to Sub-Processors in countries outside the United Kingdom, provided all such transfers shall (to the extent required under Data Protection Laws) be either to a country recognised under Data Protection Law as providing an adequate level of protection for the Protected Data, or effected by way of Appropriate Safeguards and in accordance with Data Protection Laws. This paragraph forms part of the Customer’s instructions to TextRazor.
• 6.2 Customer may agree with TextRazor the territory or region of the primary TextRazor servers on which Protected Data will be processed. TextRazor will not transfer Protected Data from a TextRazor server in Customer’s selected territory or region to a TextRazor server in a different territory or region, except as necessary to provide the Services initiated by Customer, or as necessary to comply with the law or binding order of a governmental body.

7 Records, information and audit

• 7.1 TextRazor shall maintain, in accordance with Data Protection Laws binding on TextRazor, written records of all categories of processing activities carried out on behalf of the Customer.
• 7.2 TextRazor shall, in accordance with Data Protection Laws, contribute and allow for audits either by (at its option): (i) making available to the Customer interviews with TextRazor personnel, and such reports, audits or other information in its possession as it considers appropriate, which the Customer must treat confidentially; or (ii) responding to a written security questionnaire submitted to it by the Customer provided that the Customer will not exercise this right more than once per year and will hold TextRazor’s responses in confidence.

8 Breach notification

• 8.1 In respect of any Personal Data Breach involving Protected Data, TextRazor shall, without undue delay:
  • 8.1.1 notify the Customer of the Personal Data Breach;
  • 8.1.2 provide the Customer with details of the Personal Data Breach; and
  • 8.1.3 co-operate with the Customer to respond to the Personal Data Breach. Response may include: identifying key partners, investigating the Personal Data Breach, providing regular updates, and determining notice obligations.

9 Deletion or return of Protected Data and copies

• 9.1 TextRazor shall, at the Customer’s written request, either delete or return all the Protected Data to the Customer within a reasonable time after the earlier of:
  • 9.1.1 the end of the provision of the relevant Services related to processing; or
  • 9.1.2 once processing by TextRazor of any Protected Data is no longer required for the purpose of TextRazor’s performance of its relevant obligations under the Terms of Use, and delete existing copies (unless storage of any data is required by Applicable Law and, if so, TextRazor shall inform the Customer of any such requirement).

10. Additional provisions specific to CCPA Information

• 10.1 In this paragraph: (i) "CCPA" means the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq., including any amendments and any implementing regulations thereto; and (ii) "CCPA Personal Information" means the personal information (as defined in the CCPA) which is subject to the CCPA, that TextRazor processes on behalf of the Customer in connection with TextRazor’s provision of the Services.
• 10.2 TextRazor will act as a "service provider" (as such term is defined in the CCPA) for the processing of CCPA Personal Information in connection with the Services.
• 10.3 TextRazor shall not retain, use or disclose CCPA Personal Information for any other commercial purpose other than for the specific purpose of providing the Services, or as otherwise permitted by the CCPA.
• 10.4 Except as required by law, TextRazor will not without further instructions from the Customer process CCPA Personal Information outside the scope of what is reasonably expected in order to perform the Services.
• 10.5 TextRazor shall not “sell” (as defined in CCPA) any CCPA Personal Information to another business or third party without the prior written consent of Customer.

DATA PROCESSING DETAILS