Natural Language Processing API | Developer Portal | Cortical.io
These General Terms and Conditions (“GTC”) apply to contracts (“Subscription Contracts”) concluded between Cortical.io AG, Mariahilfer Strasse 4, 1070 Vienna, Austria (“Cortical.io”) and enterprises as well as consumers (as defined in Austrian §1 KSchG) (hereinafter together “customer”) concerning web-based Software Services (SaaS) offered by Cortical.io.
The GTC apply in the version valid at the time of the conclusion of the Subscription Contract. A currently valid version of the GTC is available on the website https://api.cortical.io (“Website”). The GTC apply to all present and future Subscription Contracts concluded between Cortical.io and the customer, even if Cortical.io does not explicitly refer to them in the future, and to all persons who access or use the services of Cortical.io. The GTC apply exclusively, terms and conditions of the consumers that deviate from, contradict or supplement these GTC are not recognized and do not become part of the agreement between Cortical.io and the customer.
2.1. Cortical.io offers web-based Software Services (SaaS) for intelligent document processing by using Natural Language Understanding, whereby the Software, which remains on the servers of Cortical.io at all times, is hosted on a cloud and provided to the customer via an Application Programming Interface (“API”) („the Services“). The customer can access the API through a web-interface (https://api.cortical.io, „the Website“).
2.2. The Services of Cortical.io comprise (a) the provision of the Software in its respective version for use at the router point of the data center in which the server with the Software is located (delivery point); (b) the provision of the computing power,; (c) the granting of the non-exclusive, non-transferable, non-sub-licensable right to use the Software for customer’s own purposes, to the customer during the duration of the Subscription Contract and solely to the extent as defined in the SaaS Documentation containing the functions and intended use of the Services and the SaaS Service Description containing the scope of performance & the technical limitations of the Services and the maintenance, support & fault management. The Services do not include the permanent storage of the content uploaded by the customer or the content generated by the Software. Both will only be temporarily available in the Software to the customer to the extent technically required to provide the Services. Master data and statistical data relating to the uploaded content or the content generated by the Software will be temporarily processed for the purpose and duration of carrying out updates for error detection and maintenance work and will then be deleted.
2.3. Cortical.io does not owe, warrant or guarantee any accuracy regarding the output of the offered document processing services. Cortical.io will carry out updates and maintenance work as set out in these GTC and the SaaS Service Description without demanding an additional fee.
2.4. The customer shall not look into, reengineer, modify, customize or implement the Software in its own systems. Unless stated otherwise in these GTC, the customer is not allowed to make the Services available to third parties.
3.1. The customer is able to make use of the Services of Cortical.io either by using the free subscription plan or by subscribing for a chargeable subscription plan. The available subscription plans, minimum subscription periods and the respective subscription fees are displayed on the Website. All Subscription Contracts are entered into for an unlimited period of time with a minimum subscription period during which ordinary termination is not possible. The presentation of the Services by Cortical.io on its Website does not constitute a binding offer. Cortical.io reserves the right to claim that the Services differ from those offered on its Website or other promotional material if the information provided on the Website / in other promotional material is obviously based on error and/or typing errors.
3.2. Prerequisite for using the Services is the registration of the customer. To this end the customer must create a user account on the Website. The customer must enter the requested registration information, namely name/company name, address & e-mail address) and password. To complete the registration the customer must accept these GTC and click at the bottom on “Register”. The registration is free and does not constitute a Subscription Contract between the parties. Cortical.io accepts the registration by sending a confirmation e-mail to the customer.
3.3. To order a subscription, including a free subscription, the (registered) customer must enter all information requested in the subscription form (in particular name/company name, address and billing information (not necessary in case of a free subscription); enterprises must also specify the VAT identification number). Moreover, the customer must choose a subscription plan, a minimum subscription period and a payment method. A summary of the order, including the total fee to be paid by the customer for each billing period, will be displayed, allowing the customer to review, modify and/or cancel the order. By submitting the order request, the customer makes a binding offer to Cortical.io to enter into a Subscription Contract for the use of the Services by Cortical.io. Cortical.io accepts the offer by sending an e-mail to the customer confirming the subscription (including the saved order summary, the agreed GTC including the SaaS Documentation and SaaS Service Description). With this confirmation notice by Cortical.io, a Subscription Contract between the customer and Cortical.io. is concluded. Cortical.io will activate the subscription immediately after the conclusion of the Subscription Contract. The language available for the conclusion of the Subscription Contract is English.
3.4. The customer is allowed to register and subscribe in their own name only. The customer warrants that the information provided in the registration and order process is correct and complete; in the case of any changes, the customer will update the registration information immediately in the personal account space or notify Cortical.io of the changes by written notice. The customer is responsible for safeguarding the log-in details and, unless agreed otherwise, is not permitted to disclose or share the log-in details with any third parties.
3.5. The information provided by the customer on the occasion of the registration and order process will be stored by Cortical.io in order to fulfill the contractual purposes as set out in these GTC. Cortical.io reserves the right to refuse the registration and/or subscription of users without giving reasons. In this case, the registration information provided by the customer will be deleted immediately.
4.1. Cortical.io offers various chargeable subscription plans and a free subscription plan. The subscription plans differ in the available volume of “Requests” per customer per month (number of Requests, frequency of Requests) and by additional features that are offered. A “Request” refers to the possibility to upload and process textual content in any form and length (as for example but not limited to plain text, a document in any digital format or a web page), one by one or in batch by using the API provided by Cortical.io (see SaaS Documentation). Once the Subscription Contract is concluded, the customer is provided with a certain number of available Requests per month, whereby the number of available Requests depend on the selected subscription plan. Unused Requests at the end of the month expire, i.e., they cannot be transferred to the subsequent month.
4.2. During the duration of a chargeable Subscription Contract, the customer is entitled to switch to a subscription plan with a higher Request volume anytime (effective either immediately or as per the customer’s request by the end of the respective month); a switch to a subscription plan with a lower Request volume is possible only after expiry of the minimum subscription period of the running subscription plan. Upon the effectiveness of a switch to a different subscription plan, the customer is obligated to pay the fee or the balance of the fee corresponding to the selected subscription plan. The user accepts that short service interruptions necessary to implement the change (switch) can occur.
5.1. A recurring subscription fee (“fee”) has to be paid by the customer during the duration of the Subscription Contract. The amount of the fee depends on the subscription plan subscribed for and the minimum subscription period selected. Details regarding the fees are displayed on the Website; the fees displayed include the applicable statutory value-added tax (VAT). VAT is charged unless the reverse charge system is applicable, and the customer has provided Cortical.io with all necessary information for its applicability beforehand in the course of the registration process. The fees displayed on the Website are non-binding; Cortical.io reserves the right to change the displayed fees at any time.
5.2. During the duration of a Subscription Contract, Cortical.io is entitled to reasonable increase the subscription fee to compensate for developments and/or force majeure events beyond Cortical.io influence, that lead to increases of Cortical.io’s costs regarding the provision of its Services (e.g., increasing energy costs due to inflation or increasing prices of hardware components due to low market availability). Cortical.io will inform the customer in due time in advance about any planned fee increases. This provision does not apply in regard to customers who are consumers pursuant to Austrian §1 KSchG.
5.3. The customer can only use the payment methods displayed on the Website.
5.4. Cortical.io sends the invoices for the fee to be paid by the customer to the e-mail address provided by the customer during the registration process. If a minimum subscription period of one month is selected, the fee is due monthly in advance (i.e., on the first day of each subscription month); if a minimum subscription period of one year is selected, the fee is due annually in advance (i.e., on the first day of each subscription year). In the case of default payment, Cortical.io will charge default interest at the legally permissible rate (4% per annum for consumers; 9.2% per annum above the prime rate (European Central Bank) for enterprises) as well as reasonable payment reminder fees. The customer compensates Cortical.io for all costs and damages caused by default of payments. In case the bank of the customer charges a fee to Cortical.io, e.g., due to incorrect bank account information or lack of funds, Cortical.io is entitled to charge this fee to the customer. If the customer is in default of payment (in whole or in part) over a period of two month, Cortical.io is entitled to demand immediate payment of any outstanding fees, suspend the Services and terminate the Subscription Contract after expiry of a 14 days’ notice period, without liability for any damages resulting from such termination.
5.5. Enterprises are not entitled to set off any counterclaims against Cortical.io's claims; consumers (Austrian §1 KSchG) can only set off their counterclaims in the event of insolvency of Cortical.io or to the extent that the counterclaim stands in a mutual relationship to the respective claim of Cortical.io, has been recognized judicially or acknowledged by Cortical.io in writing.
6.1. The Subscription Contract is concluded for an indefinite period of time, with a minimum subscription period of either one month or one year, during which (ordinary) termination is not possible. The agreement of a minimum subscription period does not imply a limited duration of the Subscription Contract itself.
6.2. Subscriptions with a minimum subscription period of one month can be (ordinarily) terminated by the customer or Cortical.io by giving one week’s written notice before the next renewal term. Subscriptions with a minimum subscription period of one year can be (ordinarily) terminated by the customer or Cortical.io by giving one week notice before the start of the renewal term. The customer can terminate the Subscription Contract through the Website (see personal account space) or by sending a notice of termination to Cortical.io by e-mail to email@example.com.
6.3. The right of both parties to terminate the contract for cause remains unaffected. In particular, Cortical.io reserves the right to immediately terminate the contract (i) if the customer uses the Services contrary to the contractual agreements as laid down in these GTC, the SaaS Documentation and SaaS Service Description or (ii) in the case of non-compliance with legal requirements by the customer. If Cortical.io terminates the contract for cause pre-paid fees will not be refunded.
6.4. After termination, the customer’s right to use the Services will remain in place until the end of the current billing period. At the end of the current billing period, the Services will no longer be accessible and unused Requests will not be reimposed. The user account remains in an inactive mode and can be reactivated by the customer anytime by ordering a new subscription plan (if not deleted by Cortical.io). The customer is also entitled to irrevocably delete their user account.
The free subscription plan does not trigger any fee and no minimum subscription period is agreed upon. Customer and Cortical.io can terminate the free subscription any time without giving notice. Cortical.io is entitled to discontinue the provision of the free subscription at any time. In case the customer subscribes for a chargeable subscription plan the contract for the free subscription plan is automatically terminated. Cortical.io does not warrant any specific functions or performance of its Services in regard to the free subscription plan and is not liable for any damages of the customer caused by the use of its Services (unless required by mandatory statutory provisions).
8.1. Cortical.io warrants the provision of its Services as contractually agreed (i.e. only to the extent of the functions & intended use, the scope of performance and the technical limitations as set out in the SaaS Documentation and the SaaS Service Description), and only if a defect or service interruption is not remedied within the scope of the agreed maintenance, support & fault management measures defined therein (including the minimum availability, response time behavior and recovery time). Consumers (Austrian §1 KSchG) are entitled to the statutory mandatory warranty rights.
8.2. Cortical.io is entitled to introduce Software updates in order to maintain the Services in conformity with the contractually agreed characteristic during the duration of the Subscription Contract). Cortical.io guarantees the implementation of such updates during the duration of the Subscription Contract).
8.3. Beyond that, Cortical.io is entitled to modify the functions and scope of its Services in order to ensure compliance with regulatory or jurisdictional changes, to adapt new technical or market developments/requirements, or to improve/extend/adapt its Services and their operability and security. Cortical.io will not charge the customer an additional fee for such modifications. Cortical.io will notify the customer of such planned modification in due time in advance. In case such modifications restrict the contractual obligated use of the Services in more than a minor way, Cortical.io will notify the customer about their right to object to the modification (in which case the modification will not come into effect). In regard to consumers (Austrian §1 KschG) Sect 27 VGG (Austrian Consumer Warranty Act) shall apply.
8.4. The user agrees to accept service interruptions/downtimes due to maintenance work and updates of the Software to an extent as set out in these GTC and in the SaaS Service Description. Service interruptions/downtime for (i) scheduled maintenance work and (ii) service interruptions which are caused by (a) conduct of the customer (or persons attributable to the customer) in violation of this agreement or (b) by events that are beyond Cortcial.io’s control (force majeure events like natural disasters, civil unrest, terror, strikes; Internet service provider failures; service/hacker attacks; acts of government) do not count for the calculation of the minimum availability rate defined in the SaaS Service Description. If Cortical.io can anticipate in advance that such service interruptions/downtime will occur, Cortical.io will notify the customer in due time.
8.5. Cortical.io provides technical support to the customer during Cortical.io's standard business hours (Monday through Friday, 8:00 a.m. to 6:00 p.m., Central European Time (UTC+01:00 (CET), Central European Summer Time (UTC+02:00 (CET)). The customer can contact Cortical.io's support team via (firstname.lastname@example.org), Cortical.io will use commercially reasonable efforts to respond to support requests within (24) hours of receipt at the latest. The customer must immediately inform Cortical.io of any defects, as precisely as possible and in writing. The customer is obliged to support Cortical.io in eliminating the defects (e.g., by providing all documents, data and other information required for the analysis and elimination of the defects).
9.1. It is not the responsibility of Cortical.io to establish the technical requirements necessary to use the Software (i.e., receive the Software via the API provided by Cortical.io). In particular, the customer recognizes that the Services cannot be used offline and Cortical.io is not responsible for the data connection between the API provided by Cortical.io and the IT systems of the customer. In order to use the Services, the Customer must comply with the technical requirements as defined in the SaaS Documentation and SaaS Service Specification (e.g., upload the content in a valid format).
9.2. Cortical.io is not responsible for any data loss of the customer. The customer confirms to back-up any data and information contained in its content before using Cortical.io’s Services. Corticial.io is also not responsible for the legality of content uploaded and processed by the customer; the customer confirms the legality of the content (i.e., that no applicable law and/or third-party rights are violated by the content).
9.3. As regards the proper use of the Services, in particular of the web-interface through which the API provided by Cortical.io can be accessed (the Website), the customer confirms to (i) establish reasonable precautionary measures against malware (e.g., install protective programs on his hardware), (ii) secure the access to the Services against misuse by third parties and (iii) immediately put a stop to any misuse that comes to their attention (in particular by blocking unauthorized users upon becoming aware of them). If the customer becomes aware of any misuse, they will inform Cortical.io immediately. Cortical.io is entitled to temporarily block the customer’s access to the Services in the event of conduct by the customer (or persons attributable to the customer) that is in violation of the contract.
10.1. Cortical.io is liable within the scope of the statutory provisions for damages incurred by the customer due to intent or gross negligence by Cortical.io. In case of slight negligence, Cortical.io is liable in the event of bodily injury, death or harm only. If the customer is a consumer (Austrian §1 KSchG) Cortical.io is liable also in case of slight negligence if it breaches significant contractual obligations; in this case Cortical.io’s liability is however, limited to typical and foreseeable damages at the time of the conclusion of the contract. The limitations of liability shall also apply in favor of the legal representatives, employees and other vicarious agents of Cortical.io. Liability under the Austrian Product Liability Act exists to the extent provided by law.
10.2. Cortical.io’s total liability towards customers that are enterprises shall be limited to the amount of fees payable by the customer to Cortical.io during the respective subscription period.
10.3. Cortical.io is not liable for any damages in regard to (i) the use of the Services by the customer or persons attributable to them in violation to this agreement and (ii) the illegality of content uploaded and processed by the customer.
11.1. All copyrights to the provided Services (in particular the Software) and other materials (the SaaS Documentation, SaaS Service Description and any advertising materials) are the exclusive property of Cortical.io (or its licensors). Cortical.io confirms to have all rights necessary to use and provide its Services to the customer as set out in these GTC, the SaaS Documentation and the SaaS Service Description and that intellectual property rights of third parties (e.g., third-party Software/Cloud Providers) are not infringed. Cortical.io does not acquire any copyrights to the results created by the customer using the Services of Cortical.io.
11.2 All rights pertaining to the content of the customer, as well as the generated training data, remain with the customer. The customer grants Cortical.io the right to use the uploaded content in the extent necessary to provide its Services to the customer (in particular, the right to temporarily store, access and process and transmit the content). The customer confirms to hold all rights to the content uploaded and processed and holds Cortical.io harmless against any claim, loss, liability resulting from any infringement of third parties’ rights. The customer grants Cortical.io the right to use the customer’s corporate name (and logo) as a reference in online or print media, including press releases (in particular its Website and social media platforms). All rights pertaining to the content of the customer, as well as the generated data in accordance with point 13, remain with the customer.
Cortical.io will keep information contained in the content uploaded and processed by the customer confidential and will not disclose such information to any third party without the customer’s consent, unless agreed otherwise in these GTC or required by law (this also applies after the termination of the Subscription Contract). The confidentiality obligation ceases to exist with regard to such information if it becomes publicly available or available to a third person as a result of the customer's use (or the use of persons attributable to the customer) of the Service in violation of or in deviation from these GTC. This confidentiality clause does also not apply to information independently developed by Cortical.io without recourse to the Customer’s confidential Information.
Right of withdrawal: Consumers (§1 KSchG) have the right to revoke this contract within 14 days without giving any reasons. The revocation period begins on the day of the conclusion of the contract. In order to exercise the right of withdrawal, the consumer must inform Cortical.io AG (Mariahilfer Strasse 4, 1070 Vienna, Austria, email@example.com) by means of a precise notification (e.g., e-mail or letter) of their decision to revoke this contract. The consumer may use the attached sample withdrawal form, which is, however, not mandatory. In order to comply with the withdrawal period, it is sufficient to send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.
Consequences of withdrawal: If the contract is revoked by a consumer, Cortical.io will reimburse all payments received by the consumer immediately and no later than fourteen days from the date on which the notice of withdrawal is received by Cortical.io. The same means of payment that the consumer provided for the order of the subscription plan will be used for the refund. The consumer will not be charged for this refund. The consumer is not obliged to pay for any Services already provided by Cortical.io. The consumer may no longer use the Services provided to them by Cortical.io or make them available to third parties after their withdrawal from the contract.
Premature expiry of the right of withdrawal: The right of withdrawal expires once the performance of the contract has commenced if the customer (i) expressly agreed that Cortical.io can commence performance of the contract before the expiry of the withdrawal period, and (ii) confirmed that they are aware that with this consent they lose the right of revocation upon the beginning of performance under this contract.
If you want to cancel the contract, please fill out this form and send it back to: Cortical.io AG, Mariahilfer Strasse 4, 1070 Vienna, Austria
I/we (*) hereby withdraw from the contract concluded by me/us (*) for the purchase of the following goods (*)/the provision of the following service (*): ___________________
Ordered on (*)/received on (*): ____________________________
Name of the consumer(s): ____________________________
Address of the consumer(s): ____________________________
* delete as applicable
Signature of the consumer(s) (only in case of paper communications): ____________________________
All ancillary agreements, supplements and amendments to these GTC must be made in writing in order to be valid, unless agreed otherwise. This also applies to agreements with which the written form requirement shall be waived. The written form requirement is also met if notices or declarations to this contract are sent to the contracting party by e-mail (regarding the costumer to the e-mail provided during the registration process and stored in the user account; regarding Cortical.io to: firstname.lastname@example.org) or by using the contact forms accessibly on the Website and the contracting party responds within three business days.
In the event that any provision of these GTC is or becomes invalid, the validity of the other provisions shall not be affected thereby. Both parties undertake to replace an invalid provision with a new legally valid provision that meets the legal formal requirements and comes as close as possible to the economic purpose of the invalid provision.
Cortical.io reserves the right to change these GTC at any time. The customer will be notified of planned changes by e-mail and informed of their right to object to them within 14 days. In the absence of an objection, the amendment to the GTC shall be deemed agreed. In the event of a valid objection, the planned change will not come into effect and the GTC in the agreed version will continue to apply.
The place of performance shall be Austria unless mandatory provisions provide otherwise in regard to consumers; the Commercial Court Vienna shall be exclusively competent for all disputes arising out of or in connection with this agreement. In regard to consumers the mandatory provisions apply.
Austrian law shall apply (to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws rules), provided that this choice of law does not deprive the protection granted by mandatory provisions of the law of the state of the consumer's habitual residence.