General Terms and Conditions

These General Terms and Conditions ("GTC") constitute a legally binding agreement between you and Alpine Minutes AG ("Smaily","we","our" or"us") governing your use of our products, services, mobile application (the"App") and website (the"Website" and together with the foregoing, the"Services").

YOU ACKNOWLEDGE AND AGREE THAT BY CLICKING THE "I AGREE" OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, DOWNLOADING THE APP OR ANY APP UPDATES, USING THE APP ON YOUR MOBILE DEVICE, OR ACCESSING OR USING THE SERVICES, YOU INDICATE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, WHETHER OR NOT YOU HAVE REGISTERED ON THE WEBSITE OR IN THE APP. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES. These TOS are effective as of the date you first click "I Agree" (or a similar button or checkbox) or use or access the Services, whichever is earlier. By accepting or agreeing to these Terms on behalf of your employer or other legal entity, you represent and warrant that (i) you have the legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party you represent and all permitted users of such party. In such a case, the terms "you" and "your" refer to your employer or other legal entity.

Any personal information that you provide to us or that we collect about you is subject to our privacy policy ("Privacy Policy"), which is available atsmaily. You acknowledge that by using the Services, you have read the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms and together with these Terms form an"Agreement" which is referred to below.

1. our services

In particular, we provide an app that can record, transcribe and summarize conversations so that users can easily share their conversations and automate their work.

2. account, password, security and cell phone use

You must register with Smaily and create an account in order to use the Services (an"Account"). As part of this process, you will be asked to provide certain information, in particular your name and e-mail address. By using the Services, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the only authorized user of your account. You are responsible for maintaining the confidentiality of the login, password and account number that you provide or that Smaily provides to you to access the Services. You are solely and fully responsible for all activities that occur under your password or account. Smaily has no control over the use of any User Account and expressly disclaims any liability arising therefrom. If you suspect that an unauthorized party is using your password or account or you suspect any other breach of security, you agree to contact Smaily immediately.

The person signing up for the Services is the contracting party ("Account Holder") for purposes of these T&Cs and is the person authorized to use any applicable account that we make available to the Account Holder in connection with the Services; however, if you are signing up for the Services on behalf of your employer, your employer is the Account Holder. As the Account Holder, you are solely responsible for complying with these T&Cs and only you are entitled to any benefits arising from them. Your account is not transferable to another person or account. You must notify us immediately of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your account.

3. billing and payment

Payments and other expenses must be paid through the third party payment processing system specified in the Services (the"PSP"). You may be required to register with the AS, agree to the AS Terms of Use, provide the AS with your payment details and, if requested by the AS, undergo a verification process to set up an account with the AS (the "AS Service Agreement"). By accepting these GTC, you declare that you have downloaded or printed and read the ZAS Service Agreement and agree to it. Please note that Smaily is not a party to the ZAS Service Agreement and that you, ZAS and any other parties listed in the ZAS Service Agreement are the parties to the ZAS Service Agreement and that Smaily has no obligation, responsibility or liability to any User or any other party under the ZAS Service Agreement.

All prices and fees displayed on the Services are exclusive of any applicable sales, goods and services or other taxes, fees or charges currently in effect or enacted in the future ("Taxes"). All applicable Taxes are based on the rates in effect for the billing address you provide and will be charged at the time a transaction is charged to your account. Unless otherwise stated, all prices, fees and other charges are quoted in Swiss francs (CHF) and all payments are made in CHF.

4. user content

"User Content" means all content, information and materials in text, audio or image form that you provide, submit, upload, publish or otherwise make available to the Services and other users. You are the only person responsible for the User Content. You agree that you are solely responsible for the User Content that you send, transmit, display or upload while using the Services. You are also responsible for complying with all laws that apply to the User Content, including but not limited to laws that require you to obtain permission from third parties to use the User Content, and for providing proper notice of third party rights. You represent and warrant that you have the right to upload the User Content to the Services and that doing so does not infringe or violate the rights of any third party. Under no circumstances will Smaily be responsible for (a) any User Content sent or viewed while using the Services, (b) any errors or omissions in any User Content, or (c) any loss or damage of any kind incurred as a result of the authorized use of, access to, or denial of access to any User Content. Smaily is not responsible for User Content, but has the right to delete User Content at any time and without notice if it violates the rules of this Agreement or the law. You retain the right to copy User Content and any other rights you already have.

Smaily is a passive channel for processing your User Content. You acknowledge and agree that Smaily:

• is not involved in the creation or development of user content.
• declines all responsibility for user content.
• cannot be held liable for claims arising from or in connection with user content.
• is under no obligation to monitor, review or remove any User Content, but reserves the right to restrict or remove any User Content on the Services in its sole discretion.

You hereby represent and warrant to Smaily that your User Content (i) is not false, inaccurate, incomplete or misleading; (ii) does not infringe any copyright, patent, trademark, trade secret or other proprietary right or right of publicity, personality or privacy of any third party; (iii) does not violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) not be defamatory, libelous, unlawfully threatening or unlawfully harassing; (v) not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) not facilitate human trafficking; (vii) not support terrorism or terrorist organizations; (viii) not be fraudulent, false or misleading; (ix) not be defamatory, harassing, threatening or abusive, which includes any activity that expresses hatred against others based on race, religion, ethnicity, national origin, gender or sexual orientation; (x) not send unauthorized messages, advertising or spam, including unsolicited promotional or commercial content or other mass solicitations; (xi) not misrepresent your identity or affiliation with any entity or organization or impersonate any other person; (xii) not harvest, collect or harvest user data without consent; (xiii) contain viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines designed to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (xiv) create the impression that you are employed by or directly affiliated with Smaily , or purport to act as a representative or agent of Smaily ; and (xv) create any liability for Smaily or cause Smaily to lose (in whole or in part) the services of its Internet service providers or other suppliers.

You are responsible for complying with all recording laws. You may choose to record certain meetings in Smaily . By using the Services, you give Smaily permission to store recordings for any Smaily or webinars you attend, provided that such recordings are stored in Smaily 's systems. You will receive a notification (visual or otherwise) when the recording is activated. If you do not agree with the recording, you must cancel the recording.

5. representations and warranties

You represent and warrant that: (i) you are at least 18 years of age, or at least the legal age in the country in which you reside, and are otherwise capable of entering into binding contracts, and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms of this Agreement, and that you will abide by them. If you are entering into this Agreement on behalf of a company or other organization, you represent and warrant that you have the authority to act on behalf of that entity and to bind that entity to this Agreement.

You further represent and warrant that (i) you have read, understand and agree to be bound by these TOS and the Privacy Policy in order to access and use the Services, (ii) you will act professionally and responsibly in your interactions with other users, and (iii) you will act in compliance with all applicable local, state or federal laws or customs and in good faith when using or accessing the Services.

You agree not to, among other things, do any of the following prohibited acts: (i) copy, distribute or disclose any portion of the Services in any medium other than as permitted by the Services and these TOS; (ii) use any automated system (other than functionalities of the Services), including but not limited to "robots", "spiders", "offline readers", etc, to access the Services; (iii) transmitting spam, chain letters or other unsolicited email or attempting GHDshing, pharming, pretexting, spidering, crawling or scraping; (iv) attempting to compromise system integrity or security or decrypt transmissions to or from the servers running the Services; (v) violate any international, federal, provincial or state regulation, rule, law or local ordinance; (vi) have any unlawful purpose or solicit others to engage or participate in any unlawful activity; (vii) upload invalid data, viruses, worms or other software agents through the Services; (viii) infringe our intellectual property rights or the intellectual property rights of others; (ix) impersonate any person or otherwise misrepresent your affiliation with a person or entity, commit fraud, conceal or attempt to conceal your identity; (x) harass, abuse, abuse, defame, harass, stalk, threaten, intimidate or otherwise violate the legal rights (e.g., rights of privacy) of other users or visitors to the Services or employees of Smaily . B. (xi) interfere with or jeopardize the performance, security or proper working of the Services; (xii) upload or transmit viruses or other types of malicious code; (xiii) attempt to decipher, decompile, disassemble or reverse engineer any software or algorithms used to provide the Services; (xiv) circumvent any security features or measures we use to prevent or restrict access to the Services, including, but not limited to, features that prevent or restrict the use or copying of any Content or restrict the use of the Services or the Content contained therein; (xv) attempt to access unauthorized accounts or collect or track the personal information of others; (xvi) use the Services for any purpose or in any manner that violates the rights of any third party; or (xvii) encourage or enable any other person to do any of the foregoing.

You hereby warrant and represent that you have no motivation, status or interest that Smaily reasonably wishes to know is related to the Services, including, without limitation, if you use or will use the Services for journalistic, investigative or unlawful purposes. You hereby warrant that you will promptly notify Smaily in writing of any such motivation, status or interest, whether existing prior to registration or arising during your use of the Services.

6. technology services Artificial intelligence services

For certain Services, Smaily may use artificial intelligence (AI) or other similar technologies, which may involve the processing of User Data. Smaily will take reasonable measures to protect the privacy and security of such data, but Smaily shall not be liable for any loss or damage resulting from the User's use of AI or similar technologies. By using Smaily 's services, the User acknowledges the risks associated with the use of AI or similar technologies and agrees to hold Smaily harmless and indemnify Smaily for any claims, damages or losses arising from such use.

7 Termination and suspension

You may terminate and delete your account at any time by either using the appropriate features in the Services (if applicable and available) or by sending written notice to [email protected]. Upon termination, your profile will be deleted and you will no longer have access to your account, profile or other information through the Services. The provisions of these TOS that by their intent or meaning are intended to survive such termination, including, but not limited to, the provisions regarding disclaimers, limitations of liability and indemnification, will survive any termination of these TOS and any termination of your use of or subscription to the Services and will continue in effect indefinitely.

We have the right to deny access to the Services at any time and for any reason. If Smaily is investigating you or believes that you have violated any of the terms of this Agreement, we may deny you access to the Services or limit the scope of your use. We will inform you of this in writing or by e-mail. This notice of termination or restriction will be effective immediately. You may not sign up for and create a new account in the name of a third party, a fake or borrowed name, or your own identity if Smaily terminates or restricts your ability to use the Services under this section, even if you are acting on their behalf.

Even after your right to use the Services has been terminated or restricted, this Agreement will remain enforceable against you. Smaily reserves the right to take appropriate legal action.

Smaily reserves the right, in its sole discretion, to modify or discontinue, temporarily or permanently, the Services or any part thereof. Smaily shall not be liable to you for any modification or discontinuation of the Services or any part thereof. Smaily shall have the right to exclude any person from registering as a User if Smaily believes that such person may jeopardize the security and integrity of the Services or if, in Smaily's sole discretion, such restriction is necessary to accommodate other reasonable business concerns.

Upon termination or deletion of your Account (as defined below), we reserve the right to delete all of your data, including all User Content, in the normal course of operations. Your data cannot be recovered once your account is terminated or deleted.

8. links to third-party websites

The terms and conditions and privacy policies for websites controlled, owned or operated by third parties inform you about the use of these websites. Your use of these websites operated by third parties is at your own risk. Smaily makes it clear that it is not responsible for anything that happens because you use or view websites or other content linked to the Services. You agree not to hold Smaily responsible for anything that may happen when you click on a link on the Services.

As part of the operation of the Services, you may link your account to online accounts you have with third party providers such as Google (each such account being a "Third Party Account") by either: (ii) allowing Smaily to access your Third Party Account as provided for in the terms and conditions governing the use of the applicable Third Party Account. You represent and warrant that you have the right to provide Smaily with your Third-Party Account login credentials and/or grant Smaily access to your Third-Party Account without violating the terms and conditions governing your use of the applicable Third-Party Account and without Smaily having to pay any fees or being subject to any usage restrictions imposed by such Third-Party Account. By granting Smaily access to Third Party Accounts, you agree that: (1) Smaily may access, make available and store (if applicable) content that you have provided to and stored in your Third Party Account ("SNS Content") so that it is available on and through the Services via your account, including but not limited to friend lists; and (2) Smaily may send and receive additional information to and from your Third Party Account if you are no longer the account holder. Except as otherwise provided in these Terms of Use, all SNS Content, if any, will be considered User Content. Depending on the Third Party Accounts you choose and the privacy settings you have set in those Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available in and through your account on the Services. Please note that SNS Content may no longer be available on and through the Services if a Third Party Account or associated Service is no longer available or if Smaily 's access to a Third Party Account is disabled by the Third Party Provider. As explained below, you may disable the connection between your account on the Services and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENTEN) WITH SUCH THIRD PARTY PROVIDERS. Smaily does not attempt to review SNS Content for accuracy, legality or lack of infringement, and Smaily is not responsible for SNS Content.

9. intellectual property rights

All text, graphics, editorial content, data, formatting, artwork, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, fonts and other content (collectively,"Proprietary Material") that the User views or reads through the Services is the property of Smaily, except for User Content for which the User hereby grants Smaily a license to use as set forth herein. Copyrighted material is protected in all forms, media and technologies now known or hereafter developed. Smaily owns all copyrighted material and the coordination, selection, arrangement and enhancement of such copyrighted material, as amended from time to time. The copyrighted material is protected by national and international copyright, patent and other proprietary rights laws. You may not copy, download, use, modify, reconfigure or redistribute any of the Services without the express prior written consent of Smaily and, if applicable, the owner of the rights to the User Content.

Any use of such copyrighted material not permitted by this Agreement is expressly prohibited without the prior permission of Smaily and, if applicable, the owner of the rights to the User Content.

Smaily's brands and trademarks, including without limitation Smaily and Smaily, are trademarks owned by Smaily. All other trademarks, brands, logos and/or trade names appearing on the Services are the property of their respective owners. You may not copy or use any of these trademarks, logos or trade names without the express prior written consent of the owner. In addition, you or we may invite you to submit comments, ideas or feedback on the Services, in particular to improve our Services or products ("Feedback"). By submitting Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and does not impose any fiduciary or other obligations on Smaily , and that we are free to use the Feedback without additional compensation to you and/or to disclose the Feedback to anyone on a non-confidential basis or otherwise. You further acknowledge that by accepting your Feedback, Smaily does not waive the right to use similar or related Feedback previously known to Smaily , developed by its employees, or obtained from sources other than you. You acknowledge that all emails and other correspondence you send to us will become our sole and exclusive property.

In addition, Smaily retains all rights to aggregated and anonymous data derived from your use of the Service, with the proviso that such data cannot be identified as belonging to or originating from you and that such data does not contain any information that directly or indirectly identifies you or any other person (natural or otherwise).

Subject to these Terms, you are hereby granted a limited, non-exclusive, non-transferable and freely revocable right to access and use the Services. We may terminate this right at any time for any reason or no reason. The Services and all materials contained therein or transmitted thereby, including but not limited to software, images, text, graphics, illustrations, logos, patents, trademarks, brands, reports generated by the Services and copyrights (the " Smaily") and all Intellectual Property Rights (as defined below) related thereto are the exclusive property of Smaily or, if applicable, its licensors. Except as otherwise expressly provided herein, nothing in this Agreement shall be deemed to create any license or other right in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any material or content accessible through the Services. Use of the Smaily or materials on the Services for any purpose not expressly permitted by this Agreement is strictly prohibited. For purposes of this Agreement,"Intellectual Property Rights" means all patent rights, copyrights, mask work rights, moral rights, rights of publicity, trademarks, trade dress and trademark rights, goodwill, trade secret rights and other intellectual property rights now existing or hereafter arising, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Your use of the Services and the related licenses granted hereunder are also conditioned on your strict adherence to the letter and spirit of the various applicable policies and any end user licenses associated with your use of the App. Smaily may change these policies at any time at its sole discretion. Smaily reserves the right to terminate your account and your access to the Services if it determines that you have violated the applicable policies.

10 Confidential information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Smaily and agree that you will not disclose, transfer or use (or attempt to cause others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with these TOS. If applicable, you may disclose the Confidential Information to your authorized employees and agents, provided that they are also obligated to maintain the confidentiality of the Confidential Information. You shall promptly notify Smaily in writing of any circumstances that may constitute an unauthorized disclosure, transfer or use of Confidential Information. You shall use your best efforts to protect Confidential Information from unauthorized disclosure, transmission or use. You shall return all originals and copies of all materials containing Confidential Information to Smaily if this Agreement is terminated for any reason.

The term"Confidential Information" means all trade secrets, confidential and proprietary information of Smaily and all other information and data of Smaily that is not generally known to the public or other third parties who could derive economic or other benefit from its use or disclosure. Confidential information includes technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, financial, strategic and other proprietary and confidential information relating to Smaily or Smaily's business, operations or property, including information about Smaily's employees, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

11. exclusion of guarantees

WE DO NOT PROVIDE YOU WITH ANY WARRANTY, EXPRESS OR IMPLIED, FOR THE SERVICES WE PROVIDE TO YOU UNDER THIS AGREEMENT. THIS INCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT AND CANNOT PROMISE THAT OUR SERVICES WILL OPERATE WITHOUT PROBLEMS OR THAT SOME OR ALL OF THE SERVICES WILL ALWAYS BE AVAILABLE. YOU AGREE THAT OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RELATED TO THE SERVICES AND PRODUCTS PROVIDED UNDER THIS AGREEMENT OR ARISING OUT OF YOUR USE OF OR ACCESS TO SMAILY , INCLUDING LOST PROFITS, REVENUE, DATA OR USE BY YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT OR OTHERWISE.

IF, DESPITE THE ABOVE EXCLUSIONS, SMAILY AND ITS AFFILIATES OR ITS CORPORATE PARTNERS ARE FOUND TO BE LIABLE FOR DAMAGES, THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED, IN NO EVENT SHALL IT EXCEED THE LESSER OF (I) THE TOTAL FEES PAID BY YOU FOR THE SMAILY SUBSCRIPTION IN THE SIX MONTHS PRIOR TO THE DATE SUCH CLAIM ARISES, OR (II) ONE HUNDRED SWISS FRANCS (CHF 100) TO THE EXTENT PERMITTED BY APPLICABLE LAW.

12. compensation

You hereby agree to indemnify, defend and hold Smaily and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the"Indemnified Parties") harmless from and against any and all liabilities arising in connection with (i) your use or inability to use the Services or (ii) your violation of this Agreement; (iii) your violation of any law or the rights of any user or third party; and (iv) any Content submitted by you or through your account to the Services, including, but not limited to, to the extent such Content infringes the intellectual property rights of any third party or is otherwise illegal or unlawful. You further agree to indemnify the Indemnified Parties for any liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, and any other actions you take that impose an unreasonable burden or loan on our infrastructure. Smaily reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will not settle any claim or matter without Smaily 's prior written consent.

13. place of jurisdiction

The ordinary courts at the registered office of Alpine Minutes AG, Zug/Switzerland, shall have exclusive jurisdiction for all disputes arising out of or in connection with these Terms of Use.

14 Applicable law

This contract shall be governed by and construed in accordance with Swiss law.

15. no agency; no employment

No agency, partnership, joint venture, employer and employee or franchisor and franchisee relationship is intended or created by this Agreement.

16 General provisions

This Agreement constitutes the complete and exclusive agreement between you and Smaily with respect to the subject matter hereof and shall be legally binding unless Smaily provides otherwise. The provisions of this Agreement shall be construed so as to be valid, legal and enforceable. In the event that any provision is found to be invalid, illegal or unenforceable, in whole or in part, (i) such provision shall be modified or restructured to the extent and in the manner necessary to make it valid, legal and enforceable, or (ii) if such provision cannot be so modified or restructured, it shall be deleted from the Agreement without affecting the validity, legality or enforceability of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written consent. We may assign or transfer this Agreement without your consent, including, but not limited to, assignments: (1) to a parent or subsidiary; (2) to an acquirer of assets; or (3) to any other successor or acquirer. Any assignment in violation of this Section shall be null and void. Changes to this Agreement and the Services.

Smaily reserves the right, in its sole and absolute discretion, to change, modify, amend, suspend, discontinue or delete the terms of this Agreement (including these TOS and the Privacy Policy) and to revise, improve, modify or discontinue, temporarily or permanently, the Services or any content or information on the Services at any time, with or without notice and without any liability to Smaily. Smaily will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer comply with this Agreement, you must terminate the Services and cease using them immediately. Continued use of the Services after any changes constitutes your acceptance of this Agreement. In addition, Smaily may restrict your use of certain features or limit your access to all or part of the Services.

17. no rights of third parties

None of the provisions of this Agreement may be enforced by any person who is not a party to this Agreement.

18 Notifications and consent to receive notifications by electronic means

You agree to receive all agreements, notices, disclosures and other communications (collectively,"Notices") referred to in this Agreement electronically, including by email or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such Notices be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered mail with return receipt requested; if receipt has been confirmed electronically; if transmitted by facsimile or e-mail; or the day after mailing if delivered the next day by a recognized overnight delivery service.

19. contact us

If you have any questions about these GTC or the Services, please contact us by e-mail at [email protected] or by post at Alpine Minutes AG, Baarerstrasse 12, 6300 Zug, Switzerland.

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Last update: August 26, 2024