Welcome to Monok.com, an online service owned and operated by Semsomi AB. Monok.com offers a unique blend of AI and human-powered writing services, specializing in creating news articles within the field of observational journalism and blog content in various languages and formats. By accessing or using our platform, you agree to comply with the following terms and conditions, which govern the use of our automated Software as a Service platform and all services provided. Please read these terms carefully.
DATE
The 1st of July 2024
PARTIES
1. Semsomi AB, a company incorporated in Sweden (Organisation number 559055-5057) having its registered office at Rutger Fuchsgatan 9 Apt 1313, 116 67 Stockholm (the “Provider“); and
2. Any personal user or a company incorporated with a registered office and a verifiable VAT number (the “Customer“).
BACKGROUND
Semsomi AB is the sole owner of the online service Monok.com. The intent of Semsomi AB is to provide writing services for News articles within the field of observational journalism and Blog articles, in multiple languages and lengths through an automated Software as a Service platform utilizing both AI and Human writers.
AGREEMENT
1. Definitions
1.1 In this Agreement, except to the extent expressly provided otherwise:
“Account” means an account enabling a person to access and use the Hosted Services;
“Agreement” means this agreement including any Schedules, and any amendments to this Agreement from time to time;
“Business Day” means any weekday other than a bank or public holiday in Sweden;
“Business Hours” means the hours of 09:00 to 18:00 CET on a Business Day;
“Charges” means the following amounts:
(a) the amounts specified in Part 2 of Schedule 1 (Hosted Services particulars);
(b) such amounts as may be agreed in writing by the parties from time to time;
“Customer Confidential Information” means any information disclosed by the Customer to the Provider during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as “confidential”
“Customer Data” means all data, works and materials generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);
“Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement;
“Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);
“Documentation” means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
“Effective Date” means the date of execution of this Agreement;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Hosted Services” means www.monok.com, as specified in the Hosted Services Specification, which will be made available by the Provider to the Customer as a service via the internet in accordance with this Agreement;
“Hosted Services Defect” means a defect, error or bug in the Platform having an adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:
(a) any act or omission of the Customer or any person authorized by the Customer to use the Platform or Hosted Services;
(b) any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorized by the Customer;
(c) a failure of the Customer to perform or observe any of its obligations in this Agreement; and/or
(d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;
“Hosted Services Specification” means the specification for the Platform and Hosted Services set out in Part 1 of Schedule 1 (Hosted Services particulars) and in the Documentation;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Maintenance Services” means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
“Personal Data” has the meaning given to it in the Data Protection Laws applicable in Sweden from time to time;
“Platform” means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
“Schedule” means any schedule attached to the main body of this Agreement;
“Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;
“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
“Supported Web Browser” means the current release from time to time of Mozilla Firefox, Google Chrome and Microsoft Edge;
“GDPR” means the Regulation (EU) 2016/679 (General Data Protection Regulation)
“Term” means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
“Update” means a hotfix, patch or minor version update to any Platform software; and
“Upgrade” means a major version upgrade of any Platform software.
2. Term
2.1 This Agreement shall come into force upon the Effective Date.
2.2 This Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 16 or any other provision of this Agreement.
3. Hosted Services
3.1 The Provider shall ensure that the Platform will, on the Effective Date, give access for the Customer to create and login to their Account
3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive license to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.3 The license granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:
(a) the Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer;
3.4 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the license granted by the Provider to the Customer under Clause 3.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorized person to access or use the Hosted Services;
(c) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 The Customer shall use reasonable endeavors, including reasonable security measures relating to Account access details, to ensure that no unauthorized person may gain access to the Hosted Services using an Account.
3.6 The Provider shall use reasonable endeavors to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer’s computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
3.8 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with Schedule 2 (Acceptable Use Policy).
3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
4. Maintenance Services
4.1 The Provider shall provide the Maintenance Services to the Customer during the Term.
4.2 The Provider shall where practicable give to the Customer prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider’s other notice obligations under this main body of this Agreement.
4.3 The Provider shall give to the Customer prior written notice of the application of an Upgrade to the Platform.
4.4 The Provider shall give to the Customer written notice of the application of any security Update to the Platform and prior written notice of the application of any non-security Update to the Platform.
4.5 The Provider shall provide the Maintenance Services with reasonable skill and care.
4.6 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.
4.7 The Provider must give a notice to the Customer for non-emergency maintenance that may affect the availability of the Service. Unless approved by the Customer, the notice must be no less than 5 days.
5. Support Services
5.1 The Provider shall provide the Support Services to the Customer during the Term.
5.2 The Provider shall provide the Support Services with reasonable skill and care.
5.3 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
6. Customer Data
6.1 The Customer hereby grants to the Provider a non-exclusive license to copy, reproduce, store, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under this Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in this Agreement.
6.2 The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
6.3 The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
6.4 The Provider shall maintain and store a copy of the Customer Data for the period of the Term, but is under no obligation to maintain Customer Data older than 30 days.
6.5 The Provider warrants to the Customer that the Provider holds no Intellectual Property Rights or any other rights for the generated Customer Data unless otherwise communicated in writing to the Customer.
7. No assignment of Intellectual Property Rights
7.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
8. Charges
8.1 The Customer shall pay the Charges to the Provider in accordance with this Agreement.
8.2 If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer’s written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 8.2.
8.3 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.
8.4 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation, providing that no such variation shall result in an aggregate percentage increase in the relevant element of the Charges during the Term that exceeds 2% per annum over the percentage increase, during the same period, in the Consumer Prices Index (all items) published by Statistics Sweden (SCB).
9. Payments
9.1 The Provider shall, as appropriate, issue invoices for the Charges to the Customer on a monthly basis in arrears in accordance with the financial provisions as detailed in Schedule 1.
9.2 The Customer must pay the Charges to the Provider within the period of 30 days following the issue of an invoice in accordance with this Clause 9.
9.3 The Customer must pay the Charges by debit card, credit card, direct debit, digital invoice or bank transfer (using such payment details as are notified by the Provider to the Customer from time to time).
9.4 If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may:
(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above The Riksbank (Sweden’s central bank) base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
9.5 The Customer can choose to have the payment done automatically with a bank withdrawal at the start of each calendar month, for the usage costs of the preceding month. This is done and approved for by the Customer, by inserting their business credit card information on the Platform. A receipt is sent automatically to the Customer upon successful payment each month.
9.6 The Customer can choose to provide payment information and confirm payment with SEPA Direct Debit on the Platform. They automatically authorize (A) the Provider and Stripe, the payment service provider, to send instructions to the Customer bank to debit their account and (B) their bank to debit their account in accordance with those instructions. As part of their rights, the Customer is entitled to a refund from their bank under the terms and conditions of their agreement with their bank. A refund must be claimed within 8 weeks starting from the date on which their account was debited. The Customer rights are explained in a statement that they can obtain from their bank. The Customer agrees to receive notifications for future debits up to 2 days before they occur.
10. Provider’s confidentiality obligations
10.1 The Provider must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Customer Confidential Information; and
10.2 Notwithstanding Clause 10.1, the Provider may disclose the Customer Confidential Information to the Provider’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
10.3 This Clause 10 imposes no obligations upon the Provider with respect to Customer Confidential Information that:
(a) is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Provider; or
(c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.
10.4 The restrictions in this Clause 10 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.
10.5 The provisions of this Clause 10 shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.
10.6 The Provider shall not in any manner advertise or publish the fact that the Provider has furnished or contracted to furnish to the Customer the Services described in this Agreement. The Provider shall not use the name, trade name or any trademark of the Customer in any manner in any of its advertising or marketing literature, public customer lists, websites, press releases or any other document or public communication (in electronic or paper form), without the prior written consent of the Customer.
11. Data protection
11.1 The Provider shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
11.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement.
11.3 The Provider shall only process the Customer Data and Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 11.
11.4 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area), as set out in this Agreement or any other document agreed by the parties in writing.
11.5 The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
11.6 Notwithstanding any other provision of this Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
11.7 The Provider shall ensure that persons authorized to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
11.8 The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 30 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Provider must offer a way for the Customer to be exempt of these particular changes.
11.9 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organizational measures to assist the Customer with the fulfillment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.
11.10 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider shall report any Personal Data breach relating to the Customer Personal Data to the Customer within 24 hours following the Provider becoming aware of the breach. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 11.10.
11.11 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 11 and the Data Protection Laws.
11.12 The Provider shall, at the choice of the Customer, delete or return all of the Customer Data and Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
11.13 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider’s processing of Customer Personal Data with the Data Protection Laws and this Clause 11. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 11.13.
11.14 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavors promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.
12. Warranties
12.1 The Provider warrants to the Customer that:
(a) the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfillment of the Provider’s obligations under this Agreement; and
(c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
12.2 The Provider warrants to the Customer that:
(a) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;
(b) the Hosted Services will be free from Hosted Services Defects;
(c) the application of Updates and Upgrades to the Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services;
(d) the Platform will be to the best knowledge of the Provider, free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(e) the Platform will incorporate security features reflecting the requirements of good industry practice.
12.3 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under European law.
12.4 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
12.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person’s Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the Customer the right to use the Hosted Services in accordance with this Agreement.
12.6 The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement and to use the Hosted Services in accordance to Clause 12.5.
12.7 All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
13. Acknowledgements and warranty limitations
13.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
13.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
13.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
13.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
14. Limitations and exclusions of liability
14.1 Nothing in this Agreement will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in this Agreement:
(a) are subject to Clause 14.1; and
(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
14.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
14.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
14.5 Neither party shall be liable to the other party in respect of any loss of revenue or income.
14.6 Neither party shall be liable to the other party in respect of any loss of use or production.
14.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
14.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software; providing that this Clause 14.8 shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 6.3 and Clause 6.4.
14.9 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
14.10 The Provider shall not be liable to the Customer with respect to the quality, accuracy, quantity and/or the licensing of the generated content, nor for written or curated content from any human editor service offered by the Provider. The service is provided on an “as-is” basis and makes no representation or warranties except as set forth in Schedule 1.1
15. Force Majeure Event
15.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
15.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
15.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
16. Termination
16.1 Either party may terminate this Agreement by giving to the other party at least 90 days’ written notice of termination.
16.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
16.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under this Agreement); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
17. Effects of termination
17.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.11, 9.2, 9.4, 10, 11.1, 11.3, 11.4, 11.5, 11.6, 11.8, 11.9, 11.10, 11.11, 11.12, 11.13, 11.14, 14, 17, 20 and 21.
17.2 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.
17.3 Within 30 days following the termination of this Agreement for any reason:
(a) the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of this Agreement; and
(b) the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of this Agreement,
without prejudice to the parties’ other legal rights.
18. Notices
18.1 Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out in Clause 18.2 and Part 3 of Schedule 1 (Hosted Services particulars)):
(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or
(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting; or
(c) sent by electronic mail, in which case the notice shall be deemed to be received 1 Business Days following sent mail,
providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
18.2 The Provider’s contact details for notices under this Clause 18 are as follows:
18.3 The addressee and contact details set out in Clause 18.2 and Part 3 of Schedule 1 (Hosted Services particulars) may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 18.
19. Subcontracting
19.1 Subject to any express restrictions elsewhere in this Agreement, the Provider may subcontract any of its obligations under this Agreement, provided that the Provider must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.
19.2 The Provider shall remain responsible to the Customer for the performance of any subcontractor obligations.
19.3 Notwithstanding the provisions of this Clause 19 but subject to any other provision of this Agreement, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.
20. General
20.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
20.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
20.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
20.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
20.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
20.6 Subject to Clause 14.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
20.7 This Agreement shall be governed by and construed in accordance with Swedish law.
20.8 The courts of Sweden shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
20.9 Any dispute, controversy or claim arising out of or in connection with this agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce, meaning that the arbitration tribunal will consist of only one arbitrator. The arbitration procedure will take place in Stockholm.
21. Interpretation
21.1 In this Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
21.2 The Clause headings do not affect the interpretation of this Agreement.
21.3 References in this Agreement to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.
21.4 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
EXECUTION
The parties have indicated their acceptance of this Agreement when the Customer accepts the agreement by checking the box indicating agreement with the terms of service upon signing up to the service on the Platform login page.
SCHEDULE 1 (HOSTED SERVICES PARTICULARS)
1. Specification of Hosted Services
The Hosted Services are primarily the following services:
(a) Article generation:
(i) Generation of News and/or Blog articles from publicly available source-material online, crawled, scraped and clustered into discrete stories, first AI generated using Monok’s Proprietary Generative AI solution, and then human edited by a pool of writers;
(ii) Articles are delivered in three lengths; 300, 600 and 1000 word lengths. The actual word-length of a finished article may vary depending on available information and suitability for the story, never less than 30 words of the target length, nor 100 words more than the target length;
(iii) Articles delivered must be plagiarism free and unique in nature, both of which are first ensured by using the largest possible cluster of sources for each particular story, and then adhere to two layers of plagiarism checks. The first plagiarism threshold is upon generating the initial AI draft, where each sentence must never be more than 0.8 in Sören-Dice string similarity to any original sentence found in any third-party source, except for direct verbatim quotes, always delivered inside quotation symbols and are exempt from this metric calculation. Both article body as well as article title are generated to be as far away as possible syntactically from any original source, and pivoted towards the target keywords provided by the client using proprietary Neural Network models, Statistical Semantic similarity models, Levenstein and Sören-Dice metrics and Large Language Models (LLM) run locally on the Provider’s servers. The second layer of plagiarism detection is similar in nature to the former, but applied after a human editor has finished the final draft of the article. This layer also ensures no sequence of words longer than 15 words, can ever be identical to any original source, notwithstanding of Sören-Dice metric or other applied metrics in the plagiarism detection process.
(iv) Provided the Customer selects Social Media or Video embeds in the configuration of their subscribed feed: aggregated social media embeds, YouTube/Vimeo/X(Twitter)/Facebook/publication-embed videos and Wikipedia linkage is included when applicable to each generated article. The curation, and location of each individual embed is first determined automatically by the Provider’s AI-system, and then amended and curated by the Provider’s human writers.
(v) Provided the Customer selects Images in the configuration of their subscribed feed: multiple contextually relevant photos are provided for each generated article. The Photos have one of the following licenses: User annotated CC BY-SA, Public Domain, or AI identified Fair Use Photo (Social Media, Public Institutes, Police Departments, Press Releases etc), Flickr, Pexel, Giphy, Unsplash, Monok AI generated Image and Youtube Video Screenshot. Credit information and/or source domain is attached to each photo object in the JSON-deliverable. The curation, selection and copyright validation of each image is determined automatically by the Provider’s AI-system, and then amended and re-validated by the Provider’s human writers.
(vi) All articles delivered pass three layers of fact-checking, first by cross-referencing facts between the various sources in a single story-cluster, using Name entity recognition of more than 20 classified and distinct entity categories. Then by the Human editors during the final drafting of the finished article, and finally by the Provider’s proprietary AI-fact checker that does cross-referencing of the human output against the sources used as well as any third party publicly available information.
(vii) Each article is delivered with a unique “short-title” and “description” available in the JSON-deliverable of each article. These are entirely AI generated but are based of the human written article.
(viii) Subscription feeds are available in multiple languages including American English, British English, Spanish, French, German, Italian, Swedish, Norwegian, Danish, Finnish, Polish, Dutch, Portuguese, Arabic, Chinese and Bulgarian. Currencies are converted when suitable to the target audience, for example, a British English article may include more references to currencies in Pound sterling (GBP), while a Swedish article may include more references in Swedish Krona (SEK), the currency conversion rates are updated on a 24-hour basis from a third-party API that the Provider utilizes.
(ix) Articles will be delivered with outbound-links to authoritative sources if the Customer selects this option in the subscription feed settings. Definitions of authoritative source may vary.
(b) Articles can be automatically sent to a Customers website through the Provider’s proprietary WordPress plugin (Monok WordPress Plugin) for auto-draft generation or direct to publish. Articles sent out through this method will also populate the Yoast SEO® plugin, automatically send articles to the appropriate section and compress images to one of three available compression levels available to configure for the Customer from the subscription settings page on the Platform. The Provider also offers integration with popular social media networks such as LinkedIn and X/Twitter, for automatic marketing of each published article.
(c) Articles can be automatically sent to a Customers website through a rest-API made available by the Provider. A “/monok” endpoint must be made available by the Customer for automatically pushing out articles upon submission. The text of the article is available in the JSON-deliverable in Markdown-format. The image is available in the JSON-deliverable in Base64-encoding.
(d) Monok makes use of human editors, to deliver high quality articles
(i) Human editing is provided to all articles delivered to the Customer. Human editors will correct the narrative, expand on the story when needed, fact-check the entire article, remove AI-hallucinations, amend misquotes and/or mistakes and write the article with the intent of improving the overall readability of the story. The human editor will also (when the subscription settings require them to) choose appropriate media for each article as well as select an appropriate image that is suitable for the story of the article and with a copyright license permitting its use in a published editorial piece (as per Schedule 1.a.v). A writer may rewrite the AI draft in part, or completely, but can not submit to a Customer an article without any human editing.
(ii) Information about the Customer is withheld from the human writers so as to ensure Customer privacy.
(e) The Provider makes no promises of its ability to deliver on every possible topic and in every volume and length, the service is provided “as-is”. The Provider will however attempt to the best of its abilities to deliver for most requested volumes, topics and article lengths. Customers are not expected to pay for articles the Provider was unable to deliver on. A subscription feed that is unable to deliver the full volume, will attempt to deliver in-part some of the requested volume.
2. Financial provisions
The costs of the service are defined as such unless specified and agreed upon differently in writing:
2.1 Per Usage
(a) Payment is done at the end of each month based on the consumption level of the previous month. Consumption is defined as the number and type of each article delivered, where type is defined as the type of target length (300, 600 and 1000 words). An article is considered delivered when a human writer has successfully submitted the article and it is visible for the Customer in their subscription feed as purchased, unlocked and edited by a human writer. A Customer will not be asked to pay the difference for subscription feeds that fail to reach the specified volume, regardless of the reasons.
(b) A fixed price of €25 per completed order, for a 1000 word article.
(c) A fixed price of €7.5 per completed order, for a 600 word article.
(d) A fixed price of €5 per completed order, for a 300 word article.
3. Contractual notices
All contractual notices are sent to the email of the Customer as provided in the Customers user account on the Platform.
SCHEDULE 2 (ACCEPTABLE USE POLICY)
1. Introduction
1.1 This acceptable use policy (the “Policy“) sets out the rules governing:
(a) the use of www.monok.com, any successor website, and the services available on that website or any successor website (the “Services“); and
(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services (“Content“).
1.2 References in this Policy to “you” are to any customer for the Services and any individual user of the Services (and “your” should be construed accordingly); and references in this Policy to “us” are to Semsomi (and “we” and “our” should be construed accordingly).
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 We will ask for your express agreement to the terms of this Policy before you use the Services.
1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.
2. General usage rules
2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2 You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
3. Regulated businesses
3.1 You must not use the Services for any purpose relating to the offering for sale, sale or distribution of knives, guns or other weapons.
4. Monitoring
4.1 You acknowledge that we may actively monitor the Content and the use of the Services.
5. Data mining
5.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of the Services.
SCHEDULE 3
INCIDENT RESPONSE PLAN
Our Incident Response Plan ensures prompt and effective actions are taken in the event of a data breach. This plan includes:
- Detection and Identification:
- Continuous monitoring systems to detect potential breaches, this includes logging and backups of messages over our microservice architecture, our databases in the US and EU as well as server logs, traffic analytics tools and IP-logging of all access points.
- Immediate identification of the nature and scope of the breach, we group incidents into two types, Class 1: non-sensitive includes all breaches to servers not containing databases, or breaches to IP or databases with non-personal information such as articles, scraped public information, image storage and GPU computational servers. Class 2: sensitive information such as personal information, access to clients API keys, wordpress plugin and API breach or a third party breach with one of our providers such as a breach affecting Stripe (our payment service provider) that can in turn affect some of our customers.
- Containment and Mitigation:
- Rapid containment measures to limit the impact of the breach. This includes severing all contact with API’s that directly go out to our Customers, and withholding article publishing until the issue is resolved, severing contact with our user account database and other sensitive personal information.
- Steps to mitigate any further unauthorized access or data loss. This requires an understanding of cause and breach-point, and differs depending on the nature of the breach.
- Assessment and Reporting:
- Thorough assessment of the breach to understand the affected data and potential risks.
- Mandatory reporting of the breach to relevant supervisory authorities within 72 hours.
- Notification to affected data subjects and users if there is a high risk to their rights and freedoms. This includes contacting users affected by the breach and in the case of unauthorized access to the API, aiding the customers in cleaning up affected areas.
- Investigation and Documentation:
- Detailed investigation to determine the cause and full impact of the breach.
- Comprehensive documentation of the incident, including the response actions taken, this documentation is not shared with third-parties unless as part of a due diligence process, so as to secure the safety, confidentiality and integrity of the system. A shorter document may however be shared with the affected parties to explain the overall cause and repercussions of the breach.
- Review and Improvement:
- Post-incident review to evaluate the effectiveness of the response.
- Implementation of improvements to prevent future breaches and enhance overall security.
Our Incident Response Plan is regularly (annually) tested and updated to ensure it remains effective and compliant with GDPR requirements. It should be noted that Monok has never experienced a successful breach to date.
SCHEDULE 4
SECURITY MEASURES
Our comprehensive security measures are designed to protect personal data from unauthorized access, disclosure, alteration, and destruction. These measures include:
- Technical Safeguards:
- Encryption: All personal data is encrypted both in transit and at rest using industry-standard protocols. Especially, we do not store passwords, SSO is an added security measure for login credentials. Our third party service providers such as Stripe, Google Analytics, Hotjar etc, follow the same measures, and GDPR compliant.
- Access Controls: Role-based access controls ensure that only authorized personnel have access to personal data. This is further mitigated by only providing access to as few people as possible.
- Firewalls and Intrusion Detection Systems: Network security is maintained through robust firewalls and intrusion detection/prevention systems. Information is primarily handled across private networks instead of across the web.
- Organizational Safeguards:
- Data Protection Policies: Clear policies outline the proper handling and protection of personal data, as seen under “Privacy Policy” in this document.
- Employee Training: Regular training programs ensure all employees are aware of data protection best practices and their responsibilities under GDPR.
- Incident Response Plan: An established plan for responding to security incidents, including data breaches, to minimize impact and ensure compliance with notification requirements as seen in Schedule 4 “Incident Response Plan” in this document.
- Physical Safeguards:
- Secure Facilities: Physical access to our data centers and offices is restricted to authorized personnel only, with security measures such as ID verification and access logs. Our European server provider, where personal information is stored is GDPR compliant.
- Data Disposal: Secure methods for disposing of physical and digital media that contain personal data. Work computers are encrypted, very few people can access and download any information from the personal data indices. As a policy we do not store any backups on these computers, except for when temporarily creating backups to storage databases, this is primarily done for training purposes of AI models or for disposal of article information from the network. These harddrives are stored safely in a secure location in Europe, under direct control of our company.
- Regular Audits and Assessments:
- Vulnerability Assessments: Regular vulnerability assessments and penetration testing to identify and address potential security weaknesses.
- Compliance Audits: Audits to ensure compliance with GDPR and other relevant regulations, and to continuously improve our security posture are done occasionally, upon request from stakeholders.
These security measures are continuously reviewed and updated to address emerging threats and to ensure the highest level of protection for personal data.
Privacy Policy
Effective Date: Aug 8th, 2023
At Monok (“we,” “us,” or “our”), we are committed to protecting your privacy and ensuring the security of your personal information. This Privacy Policy outlines how we collect, use, disclose, and safeguard your data when you interact with our AI content generation services and our website (collectively, the “Services”). By using our Services, you consent to the practices described in this Privacy Policy.
Information We Collect
We may collect the following types of information:
Personal Information: When you sign up for our Services, we may collect your name and email address.
Usage Information: We may collect information about how you use and interact with our Services, including your IP address, device information, browser type, and operating system. We also make use of Hotjar™, a third party service that collects information on your usage of our service. Hotjar is fully compliant with the General Data Protection Regulation (GDPR). We also use Stripe© for collecting payment methods and handle withdrawals of payment at the end of each month, they may use your information as per their Privacy Policy.
Content Data: We may collect the keywords you input into our AI content feeds, in order to provide you with content generation services.
Information of the type of articles we produce for you may be used when generating content for other clients, to ensure we do deliver overlapping topics and stories so as to avoid duplication and plagiarism.
Cookies and Tracking Technologies: We may use cookies and similar technologies to collect information about your interactions with our website, improve user experience, and track usage patterns.
How We Use Your Information
We use the collected information for various purposes, including:
- Providing and improving our Services.
- Customizing and optimizing your user experience.
- Communicating with you about updates, promotions, and other relevant information.
- Analyzing usage patterns and improving the quality of our AI algorithms.
Data Sharing and Disclosure
We may share your information in the following circumstances:
Service Providers: We may share information with third-party service providers who assist us in delivering our Services, subject to confidentiality agreements. This primarily includes our human writers who have access to each draft they edit and produce the finished product. They may be able to understand who the client is independently, but are otherwise not disclosed that information. Logotypes, names and other identifying information is withheld from our human writers.
Legal Compliance: We may disclose information if required by law, or to protect our rights, privacy, safety, or property, or that of others.
Business Transfers: In the event of a merger, acquisition, or other transfer of assets, your information may be transferred as part of that transaction. You will be notified prior to such an event.
Our data is stored exclusively on European servers and adheres to GDPR. Computations of non-personal information and other publicly available information may be done in transient in our servers in the United States. All personal information such as usernames, email addresses and other customer information is stored in the EU.
We do not share with or sell to other third parties any personal information that we ourselves acquire and store.
Your Choices
You can manage your information by:
Emailing us at contact@monok.com to request information we may have on you or to request to have your account permanently removed.
You may also adjust your browser settings to refuse cookies or other tracking technologies, this will not affect your experience as a Customer with us.
Security
We implement reasonable security measures to protect your information from unauthorized access, disclosure, or loss. However, no method of data transmission over the Internet is 100% secure, and we cannot guarantee the absolute security of your information.
Children’s Privacy
Our Services are not intended for use by children under the age of 13. We do not knowingly collect personal information from children under 13. If you believe we have inadvertently collected information from a child under 13, please contact us immediately at contact@monok.com.
Updates to this Policy
We may update this Privacy Policy to reflect changes in our practices. Any modifications will be effective when we post the updated Privacy Policy. Your continued use of our Services following the posting of changes signifies your acceptance of those changes.
Contact Us
If you have any questions or concerns about this Privacy Policy or our data practices, or wish to be notified when changes to this Policy occur, please contact us at contact@monok.com.
By using Monok’s automatic content generation services, you agree to the terms outlined in this Privacy Policy.
Last updated: Aug 8th, 2023