Terms of Use
TERMS AND CONDITIONS FOR THE USE OF MANUSCRIPT
LAST UPDATED DATE: DECEMBER 2, 2024
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH MANUSCRIPT, INC., OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
These terms and conditions (these "Terms") apply to the purchase and sale of products and services through https://www.manuscript.io/ (the "Site"). These Terms are subject to change by Manuscript INC. (referred to as “Manuscript”, "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes. Our policies may change as we learn more about use of our platform.
These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site.
Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us, or we will not be obligated to sell the products or services to you.
Beta Services. Manuscript undertakes that all Products and Services will be performed in accordance with the Purchase Order and the Site, as well as with all reasonable skill and care, being no less than the accepted industrial standards in this regard.
Prices and Payment Terms.
Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
We may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.
We may offer, from time to time, promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
Terms of payment are within our sole discretion and payment must be received by us before we accept an order. We accept most major credit cards for purchases. You represent and warrant that (i) the credit card information you supply to us and/or our payment processors is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
We reserve the right to modify the scope, availability or impose any usage restrictions on our service, subject to your written consent. These changes will be made according to our service capacity to safeguard the interests of all users and to ensure uniform access to the service. We take this step to protect the quality of our service.
Price Changes. We may change our prices, subject to your prior written consent. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons or Services in the Beta stage, which will be effective immediately. Any price changes will apply to the fees charged to your account immediately after the effective date of the changes.
Returns and Refunds. The products and services on the Site are sold as final sale or non-returnable. We reserve the right to analyze returns, refunds, or cancellations on a case-by-case basis.
Prohibited Uses. Manuscript prohibits the use of our software, tools, and services for:
illegal activity.
Child sexual abuse material or any content that exploits or harms children.
Content that expresses, incites, or promotes hate based on identity.
Content that intends to harass, threaten, or bully an individual.
Content that promotes, encourages, or depicts acts of self-harm, such as suicide, cutting, and eating disorders.
Content related to adult content, adult industries, or pornography.
Content that in any way violates applicable privacy law to you or us.
Content that is considered classified, sensitive, or related to the national security of any country or nation.
Content that in any way violates an agreement between you and any third party, including, but not limited to, any agreement with a governmental authority.
Content that in any way violates any applicable national or international law or regulation.
Content, including images or objects of people without their consent.
Any content, images or objects to which you do not hold appropriate usage rights.
Warranty and Disclaimers.
ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF ANY THIRD PARTY´S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
Limitation of Liability.
EITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
EITHER PARTY´S SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE.
The limitation of liability set forth above shall only apply to the extent permitted by law.
The limitations set out in this Section 7 shall not apply to the Confidentiality obligations or to liability (including but not limited to losses, costs and expenses) arising out of or resulting from gross negligence, bad faith or willful misconduct.
Use of Services. You represent and warrant that you are buying products or services from the Site for your own personal or commercial use only, and not for resale. You represent any and all commercial use of products or services will not include the resale of any of our services. You further represent and warrant that all purchases will not be used in countries or regions subject to sanctions as set forth in section 22.
Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services. For more information consult our End User License Agreement, https://www.manuscript.io/security.
Services. We reserve the right to withdraw or amend our Service, and any service, module, or material we provide via our Service that are required to ensure compliance with all relevant laws and regulations or is necessary for the continued use of the Services with prior written notice to Radisson.
Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements (“Feedback”). If you provide any of these things, we may use it without restriction or compensation to you. You agree that any intellectual property rights, if any, that may arise as a result of Feedback will be retained by us at all times.
Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use the Services with the objective of developing models, software, or services that compete with Manuscript; (iv) use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; You will comply with any requirements in our documentation. You may use Services only in geographies currently supported by Manuscript.
Content. You may provide input to the Services, such as information related to tangible and intangible assets, as well as information related to the people in charge of those assets, (“Input”), and receive output generated and returned by the Services based on the Input (“Output”), such as such as dashboards and other user-oriented reports. Input and Output are collectively “Content.” Licenses regarding Content are referenced in our End User License Agreement, https://www.manuscript.io/security. Manuscript may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms.
In the event your Input third-party API Keys into our Service, You are responsible for providing API Keys with only read access, as well as ensuring that providing the API Keys does not violate any obligation you might have with any third party, any applicable law or these Terms.
User Accounts. To submit information to and otherwise use our Service, you must first register by creating a User Account. User Account registration requires you to submit to Provider certain personal information, such as your name, email address, and other information. If you choose to set up your User Account to electronically pay for certain fee-based Services, you will also be required to provide a valid payment method. You grant Us the right to provide any information you submit to Us to third parties for purposes of facilitating the completion of any financial transactions initiated by you or on your behalf.
You are responsible for safeguarding the password that you use to access your User Account, and it is recommended that you choose a strong password with sufficient length and complexity such that third parties will not readily guess your password. You should take measures to maintain and preserve the confidentiality of the username and password associated with your User Account, and you must notify Us promptly of any unauthorized use or suspected breach of security of your User Account. Manuscript shall not be liable for any losses that may result from any unauthorized use of your User Account or failure to maintain appropriate confidentiality measures. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your User Account, whether or not you have authorized such activities or actions. Manuscript owns your User Account credentials and may revoke or change them at any time.
In the event you have API access to our service, you are responsible for safeguarding the assigned API Key. You should take measures to maintain and preserve the confidentiality of the API Key associated with your User Account, and you must notify Us promptly of any unauthorized use or suspected breach of security of your API Key. Manuscript shall not be liable for any losses that may result from any unauthorized use of your API Key or failure to maintain appropriate confidentiality measures. You agree not to disclose your API Key to any third party and to take sole responsibility for any activities or actions under your API Key, whether or not you have authorized such activities or actions. Manuscript owns your API Key and may revoke or change it at any time.
Accuracy. To provide the Services, We may use algorithms, machine learning and other technologies which are rapidly evolving fields of study. We are continuously improving our Services to make them more reliable, accurate, safe and beneficial. Given the probabilistic nature of these technologies, use of our Services may in some situations result in incorrect Output that does not accurately reflect your expectation based on Input. You should evaluate the accuracy of any Output as appropriate for your use case.
Termination; Suspension. These Terms take effect when you first use the Services and remain in effect for one year. Thereafter these Terms are renewed for an unlimited period of time unless terminated at any time by you or Manuscript, requiring a written notice to the other party 3 (three) months prior to termination.
We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent, illegal, unethical or could subject us or any third party to liability. Once these Terms are terminated, We will discontinue providing the Service and will not retain any of your data beyond the termination date.
Relationship of the Parties. The terms outlined in this document do not create a partnership, joint venture or agency relationship between you and Manuscript.
Use of Brands. You may not use Manuscript’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.
Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, https://www.manuscript.io/security, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site, including the definitions of sensitive personal information, how we collect it, and our retention and deletion policies. Our confidentiality obligations are also outlined in our Privacy Policy.
Copyright Complaints. If you believe that your intellectual property rights have been infringed, please send notice to security@manuscript.io. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.
To be effective, the notification must be in writing and contain the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of where the material that you claim is infringing is located on the Website, with enough detail that we may find it on the Website; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any country embargoed or sanctioned by the United States(collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.
Compliance. You represent you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of our employees or agents in connection with the use of our Services. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If you learn of any violation of the above restriction, Customer will use reasonable efforts to promptly give us notice.
Force Majeure. You and Manuscript will not be liable or responsible to the other party, nor be deemed to have defaulted or breached these Terms, for any failure or delay in the other party´s performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Third Party IP. All third-party products, company names and logos are trademarks or registered trademarks and remain the property of their respective holders. Use of them does not imply we have any affiliation with them or endorse them. All references by us to third party trademarks are intended to constitute nominative fair use under applicable trademark laws.
Governing Law and Jurisdiction. his Site is operated from the country of the United States. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the state of Delaware without giving effect to any choice or conflict of law provision or rule (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of Delaware, USA.
Dispute Resolution and Binding Arbitration.
YOU AND GRAVITY MANUSCRIPT, INC. ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
The arbitration will be administered by the International Chamber of Commerce ("ICC") in accordance with the International Chamber of Commerce Rules (the "ICC Rules") then in effect, except as modified by this Section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
We will be responsible for paying any individual consumer's arbitration fees if you prevail on any claim that affords the prevailing party attorneys' fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.
You agree to arbitration on an individual basis. In any dispute, NEITHER YOU NOR MANUSCRIPT, INC. WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of MANUSCRIPT, INC.
No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
Notices.
To You. We may provide any notice to you under these Terms by personal delivery overnight courier, or registered or certified mail to 155 East 29th Street, Apt 7E, New York, NY 10016. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are received. Notices provided by registered or certified mail will be effective three business days after they are received. You may update the address for notices to us by written notice in accordance with this Clause.
To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier, or registered or certified mail to Manuscript, INC., 155 East 29th Street, Apt 7E, New York, NY 10016. We may update the address for notices to us by written notice in accordance with this Clause. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are received. Notices provided by registered or certified mail will be effective three business days after they are received.
Severability. If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
Entire Agreement. These Terms, the license agreement relating to any product or service you obtain on or through this Site, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.