Terms and Conditions
1 Introduction and General Provisions
1.1 Thank you for choosing Ludwig. Ludwig (available at https://ludwig.guru) is a linguistic search engine that allows its users to check and correct their writings. Specifically, by typing and searching their queries on Ludwig users can compares their writings with correct English sentences coming from reliable sources. Ludwig S.r.l.s., (“Ludwig” or “Our Company” or “The Company” or “We” or “Us”) is the Italian limited company that owns and operates the web pages available at https://ludwig.guru/ and all sub-domains thereof (collectively, the “Site”). Access to and use the software, app and services (collectively, “Services”) available on or through the Site (as well as any future Software or Services provided by Ludwig) are governed by this Terms of Service and License Agreement (“Agreement”).
If you are an individual: (1) free non-registered user, (2) free registered user, (3) user which is accessing the Site to use a Trial (as defined below) of the Services or Software , (4) paying subscriber or , more generically, anyone which is browsing the Site, this Agreement is between you, individually, and Ludwig.
- A Free Basic Version that can be used for free with a daily limit of 5 query per day for non registered users and of 12 queries per day for registered users. Once their free daily limit of queries expired users can: (1) buy a (monthly or yearly) Premium Version subscription (2); come back the day after to enjoy their daily free queries.
- A Premium Version (“Ludwig membership”, “Premium membership” or “Premium Service”) with unlimited queries and additional features which can be purchased through monthly or yearly Premium subscriptions.
1.3 The Site, Software and Services may include products and services that are available via a mobile device, including but not limited to: (a) the ability to upload content to the Services via a mobile device, (b) the ability to browse the Services and the Site from a mobile device, and (c) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that Ludwig may communicate with you regarding Ludwig and other entities by electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to the person that acquires your mobile telephone number.
1.4 You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to or access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, internet service and telecommunications capacity. You shall be solely responsible for ensuring that such equipment and ancillary services are compatible with the Services and Software.
1.5 In order to use the Ludwig Services you need to (1) be 18 or older, or be 13 or older and have your parent or guardian’s consent to the Agreements (except as set forth in the chart below), (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) be resident in a country where the Service is available. You also promise that any registration information that you submit to Ludwig is true, accurate, and complete, and you agree to keep it that way at all times. Any information that you provided during sign-up can be corrected during the sign-up process by returning to the previous screens or by correcting erroneous and/or incomplete information in your account profile. If you are a resident of one of the countries listed in the table below, reference this table to know more about your country-specific age restrictions:
|Chile, Ecuador, Paraguay, Peru||Must be 18 or older, or be 15 or older and have parent or guardian consent.|
|Brazil||Must be 18 or older, or be 16 or older and have parent or guardian consent.|
|Nicaragua, Taiwan||Must be 20 or older, or be 13 or older and have parent or guardian consent.|
|Bulgaria, Hungary, Germany||Must be 18 or older, or be 14 or older and have parent or guardian consent.|
|Italy||Must be 13 or older to use Free Service. To register for a Paid Subscription, you must be 18 or older, or be 13 or older and have parent or guardian consent (your parents/guardians will enter into contract on behalf of you).|
|Malaysia||Must be 18 or older, or if 13 to 18, parent or guardian consent is required, and guardian enters into agreement.|
|Lithuania||Must be 13 or older to use Service. For Paid Subscriptions, you must be 18 or older, or be 14 or older with parent or guardian consent. If you are 13 to 18, guardian enters into agreement.|
|Spain||Must be 14 or older to use Free Service. To register for a Paid Subscription, you must be 18 or older, or be 14 or older and have parent or guardian consent (your parents/guardians will enter into contract on behalf of you).|
|Canada||Must be 13 or older to use Service. For Paid Subscriptions, you must be age of majority in your province or territory of residence, or 13 or older with parent or guardian consent.|
2 Changes to the Agreements
2.1 Occasionally we may, in our discretion, make changes to the Agreements. When we make material changes to the Agreements, we’ll provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the Agreements by contacting us sending an email to: email@example.com
3 Paid Subscriptions, Free Trials and automatic payment and renewal
3.1 Your monthly or yearly subscription to Ludwig Premium will be automatically renewed until you terminate it. You can find specific details regarding your Ludwig membership by visiting our website and clicking on the “Account” link available at the top of the pages of the Ludwig website under your profile name. Some Ludwig services are provided to you for free while other Ludwig services require payment before you can access them. The Ludwig services that may be accessed after payment are currently referred to as the “Premium membership”, “Premium Service” or the “Premium Version”. The Ludwig service that does not require payment is currently referred to as the “Free Service”. You can learn more about our services by visiting our website: https://ludwig.guru/. To use the Ludwig service you must have Internet access, a working device, and provide a current, valid, accepted method of payment, which you may update from time to time. Unless you cancel your membership before your monthly/yearly billing date, you authorize us to charge your next monthly/annual membership fee to your selected Payment Method (see “Cancellation” below).
3.2 Your Ludwig membership may start with a free trial (“Trial”, “The Trial”) or with a promo offer (“Offer”, “The Offer”). We offer trials of Paid Subscriptions for a specified period without payment (a “Trial”). Specifically, we offer fifteen (15) days of free trial of the Premium Service when users purchase a monthly or yearly Premium subscription. It should pointed out that any user can enjoy the free trial of fifteen (15) days only once. Ludwig reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law. We reserve the right to revoke the free trial and put your account on hold in the event that we determine that you are not eligible. We may use information such as device ID, method of payment or an account email address used with an existing or recent Ludwig membership to determine eligibility. For combinations with other offers, restrictions may apply.
3.3 In order to start the Trial we will require you to register to Ludwig and provide your payment details. We will charge your monthly/yearly membership fee at the end of the free trial period unless you cancel your membership prior to the end of the free trial period.
SPECIFICALLY, AT THE END OF SUCH TRIALS, WE AUTOMATICALLY START TO CHARGE YOU FOR THE APPLICABLE PAID SUBSCRIPTION ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, ON A RECURRING MONTHLY/YEARLY BASIS. BY PROVIDING YOUR PAYMENT DETAILS IN CONJUNCTION WITH THE TRIAL, YOU AGREE TO THIS CHARGE USING SUCH PAYMENT DETAILS. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR LUDWIG ACCOUNT’S SUBSCRIPTION PAGE OR TERMINATE YOUR LUDWIG ACCOUNT BEFORE THE END OF THE TRIAL. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY OR YEARLY BASIS (DEPENDING ON THE PREMIUM SUBSCRIPTION PURCHASED), YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR LUDWIG ACCOUNT’S SUBSCRIPTION PAGE OR TERMINATE YOUR LUDWIG ACCOUNT BEFORE THE END OF THE RECURRING PERIOD OF FIFTEEN (15) DAYS. PAID SUBSCRIPTIONS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, LUDWIG WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID. THE LIMITATION SECTION SETS ADDITIONAL TERMS REGARDING CANCELLATION OF YOUR PAID SUBSCRIPTION. THE FREE TRIAL OF FIFTEEN (15) DAYS CAN BE OFFERED ONLY ONCE TO ANY USER.
4 Rights that Ludwig grants the user
4.1 Any Ludwig Service, including any software, app, content, feedback and user content, are the property of Ludwig or Ludwig's licensors. We grant the user a limited, non-exclusive, non-transferable and revocable license to make use of the Ludwig Service (the “License”). This License shall remain in effect until and unless terminated by you or Ludwig. You promise and agree that you are using the Service for your own personal, non-commercial use and that you will not redistribute or transfer the Ludwig Service or the Content. More specifically, If you are: (1) an individual subscriber, Ludwig grants you a personal, limited, non-exclusive, non-sublicensable, non-sharable, non-transferable, revocable license to access and make use of the Site, the Services and the Software solely for your own personal purposes; (2) an Enterprise Subscriber, Ludwig grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and make use of the Site, the Services and the Software solely for your internal business purposes. In addition, you may permit such number of Authorized Users as has been agreed between you and Ludwig to access and make use of the Site, Services and Software; (3) an Authorized User, Ludwig grants you a personal, limited, non- exclusive, non-sublicensable, non-transferable, revocable license to access and make use of the Site, the Services and the Software solely for the internal business purposes of your Enterprise Subscriber.
4.2 The Ludwig Service, software applications, contents and apps are licensed, not sold, to you, and Ludwig and its licensors retain ownership of all copies of the Ludwig Service, software applications, contents and apps even after installation on your personal computers, mobile handsets, tablets, and/or other relevant devices (“Devices”).
4.3 Ludwig may offer certain Software, including certain interfaces, for download from the Site (“Ancillary Software”). Subject to the terms and conditions of this Agreement, you may install and use Ancillary Software on computers owned, leased or otherwise controlled by you, solely for in conjunction with your authorized use of the Services. Upon expiration or termination of this Agreement for any reason, you shall cease any further use of the Ancillary Software and shall promptly destroy all copies thereof in your possession. Certain Services or Software (including Ancillary Software) may be subject to additional limitations, restrictions, terms and/or conditions specific to such Services or Software (“Specific Terms”). In such cases, the applicable Specific Terms will be made available to you and your access to and use of the relevant Services or Software will be contingent upon your acceptance of and compliance with such Specific Terms. In case there is any conflict between any additional terms and these Terms, the additional terms shall prevail.
4.4 All Ludwig trademarks, service marks, trade names, logos, domain names, and any other features of the Ludwig brand (“Ludwig Brand Features”) are the sole property of Ludwig or its licensors. The Agreements do not grant you any rights to use any Ludwig Brand Features whether for commercial or non-commercial use.
4.5 You agree to abide by our User guidelines and not to use any of the Ludwig Services and or Contents, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in these Agreements, Ludwig grants no right, title, or interest to you in any of the Ludwig Services or Contents.
5 Third Party Applications
5.1 The Ludwig Service is integrated with third party applications, websites, and services (“Third Party Applications”) to make available content, products, and/or services to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Ludwig does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.
5.2 Any links on the Site to third party websites are provided for your convenience only. If you choose to access third party websites or obtain products or services from third parties, you do so entirely at your own risk and such access is between you and such third party. Consequently, Ludwig does not warrant or make any representation regarding the legality, accuracy or authenticity of content presented by such websites or any products or services offered by third parties and shall have no liability for any loss or damages arising from the access or use of such websites, products or services.
6 User-Generated Content
6.1 Among other uses, Ludwig users basically use the Service by typing their queries and/or feedbacks (“User Content” or “Your Contents”). For the avoidance of doubt, “User Content” includes but are not limited to any content provided by our users to any part of the Ludwig Service (User Content includes, among other things, any query typed, including those with grammar mistakes, contained in the content or information transmitted by the user while using our Services). If you provide any User Content to Ludwig regarding the Service, you acknowledge that your contents are not confidential and you authorize Ludwig to use your contents without restriction and without payment to you. Accordingly, you hereby grant to Ludwig a non-exclusive, worldwide, royalty-free, fully-paid, perpetual, irrevocable, transferable, and fully sub-licensable right to use your feedbacks and contents in any manner , for any purpose (included but not limited to: copy, store and use your User Content and, if you are an Authorized User, your Enterprise Subscriber’s User Content) and in connection with the provision of the Software and the Services and to improve the algorithms underlying the Software and the Services.
6.2 Ludwig has no obligation to monitor, review, use or edit any User Content. Ludwig may take these actions without prior notification to you or any third party. and shall have no liability to you or any other person or entity with respect to that, including, without limitation, liability with respect to any information (including your confidential information) contained in or apparent from any User Content. You warrant, represent and covenant that you own or have a valid and enforceable license to use and communicate us all the information, feedbacks and contents, and that no User Content infringes, misappropriates or violates the rights (including, without limitation, any copyrights or other intellectual property rights) of any person or entity or any applicable law, rule or regulation of any government authority of competent jurisdiction.
6.3 If you provide feedback, ideas or suggestions to Ludwig in connection with the Ludwig Service or Content (“Feedbacks”), you acknowledge that your Feedbacks are not confidential and you authorize Ludwig to use those Feedbacks without restriction and without payment to you. Feedbacks are considered a type of User Content.
6.4 You are solely responsible for all text, documents or any other content or information uploaded, entered or otherwise transmitted/provided by you in connection with your use of the Services and/or Software. Therefore, Ludwig is not responsible for any of the User Content you provided nor does it endorse any opinion contained in any of the User Content.
YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST LUDWIG RELATED TO ANY OF THE USER CONTENT THAT YOU PROVIDED, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD LUDWIG HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
6.5 Ludwig is not responsible for the loss, corruption or other changes to User Content. Without limiting the foregoing, any feature(s) of the Services and/or Software that may permit you to temporarily save or otherwise store User Content is offered for your convenience only and Ludwig does not guarantee that the User Content will be retrievable. You are solely responsible for saving, storing and otherwise maintaining User Content including by maintaining backup copies of your User Content on appropriate independent systems that do not rely on the Services and/or Software.
7 Rights you grant us
7.1 In consideration for the rights granted to you under the Agreements, you grant us the right (1) to use all the information provided in order to allow us to provide our service regularly and/or facilitate the operation of the Service, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same. In any part of the Ludwig Free Service, the Content you view, including its selection and placement, may be influenced by commercial considerations, including agreements with third parties. Some Content licensed or provided to Ludwig may contain advertising as part of the Content. In such cases, Ludwig will make such Content available to you unmodified.
7.2 You grant Ludwig a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Agreements plus twenty (20) years), irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Service through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law) such as your right to be identified as the author of any User Content, including your Feedbacks, and your right to object to derogatory treatment of such User Content.
8 User guidelines and security issues
8.1 Ludwig respects intellectual property rights and expects you to do the same. We have established a few ground rules for you to follow when using the Service, to make sure Ludwig stays enjoyable for everyone. Please follow these rules and encourage other users to do the same. For these reason, the following actions, practices and conducts are not permitted for any reason whatsoever:
- copying, redistributing, reproducing, ripping, recording, transferring, performing or displaying to the public, broadcasting, or making available to the public any part of the Ludwig Service or the Content, or otherwise making any use of the Ludwig Service or the Content which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Ludwig Service or the Content or any part of it;
- transferring copies of cached Content from an authorized Device to any other Device via any means;
- reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on the Ludwig Service, Content or any part thereof unless permitted by applicable law;
- circumventing any technology used by Ludwig, its licensors, or any third party to protect the Content or the Service;
- selling, renting, sublicensing or leasing of any part of the Ludwig Service or the Content;
- circumventing any territorial restrictions applied by Ludwig or it licensors;
- artificially increasing play count or otherwise manipulating the Services by using a script or other automated process;
- removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through the Ludwig Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content);
- providing your password to any other person or using any other person’s username and password;
- “crawling” the Ludwig Service or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from Ludwig;
- selling a user account or otherwise accepting any compensation, financial or otherwise, to influence the name of an account or the content included on an account.
- interfere or attempt to interfere with service to any user, host or network, including, without limitation, by means of submitting malicious software or computer code (“Malicious Code”) to the Site or Services, load testing, overloading, “flooding,” “spamming,” “mail bombing,” “crashing,”;
- automate access to the Site or the Services, including, without limitation, through the use of APIs, bots, scrapers or other similar devices;
- engage in any activity which is or includes material that: (1) is offensive, abusive, defamatory, pornographic, threatening, or obscene; (2) is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to violations of intellectual property rights, privacy rights, or proprietary rights of Ludwig or a third party; (3) includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data; (4) includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service; (5) is intended to or does harass or bully other users; (6) impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading; (7) uses automated means to artificially promote content; (8) involves the transmission of unsolicited mass mailings or other forms of spam (“spam”), junk mail, chain letters, or similar, including through the Ludwig inbox; (9) involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by Ludwig; (10) links to, references, or otherwise promotes commercial products or services, except as expressly authorized by Ludwig; (11) interferes with or in any way disrupts the Ludwig Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or Ludwig’s computer systems, network, usage rules, or any of Ludwig’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof; (12) conflicts with the Agreements, as determined by Ludwig.
- permit any third party to do any of the foregoing
- access or use the Services, Software or Ludwig IP for the benefit of any third party (except to the extent that Authorized Users may access and make use of the Site, the Services and the Software solely for the internal business purposes of their Enterprise Subscriber);
- transfer to any third party any of your rights under this Agreement (except to the extent that an Enterprise Subscriber may permit such number of Authorized Users as has been agreed between the Enterprise Subscriber and Ludwig to access and make use of the Site, Services and Software)
8.2 Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. The client who created the Ludwig account and whose Payment Method is charged (the “Account Owner”) has access and control over the Ludwig account used to access our service. To maintain control over the account and to prevent anyone from accessing the account, the Account Owner should not reveal the password nor details of the Payment Method associated with the account to anyone. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. We can terminate your account or place your account on hold in order to protect you, Ludwig or our partners from identity theft or other fraudulent activity. You understand that you are responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please change your password as soon as possible and notify us immediately about this by sending an email at: firstname.lastname@example.org. Please remember that share your Ludwig’s account with other people is illegal and strictly prohibited by this Agreement. If we detect that a personal account is shared between two or more people we will immediately close the account and we reserve the right to take legal actions against such infringement.
9 Service limitations and modifications
9.1 Ludwig will make reasonable efforts to keep the Ludwig Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, Ludwig reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Ludwig Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Ludwig Service or any function or feature thereof.
9.2 Notwithstanding the foregoing, if you have bought a monthly or annual premium subscription that Ludwig permanently discontinue prior to the end of its validity period, Ludwig will refund you the fees paid and not enjoyed because of such discontinuation. You understand, agree, and accept that Ludwig has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. This section will be enforced to the extent permissible by applicable law. Ludwig and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law.
10 Customer support
10.1 For customer support with account-related and payment-related questions (“Customer Support Queries”), please sending an email at: email@example.com. We will use reasonable endeavours to respond to all Customer Support Queries within a reasonable time frame but we make no guarantees or warranties of any kind that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to satisfactorily answer any such queries.
11 Payments, cancellations, and right of withdrawal
11.2 The membership fee for the Ludwig service and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged on a monthly or yearly basis (depending on the Premium plan previously purchased/subscribed) to your Payment Method on the calendar day corresponding to the commencement of the paying portion of your membership. In some cases your payment date may change, for example if your Payment Method has not successfully settled or if your paid membership began on a day not contained in a given month. You can change your Payment Method by visiting our website and clicking on the “Your Account” section. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not change your Payment Method or cancel your account, we may suspend your access to the service until we have obtained a valid Payment Method. When you update your Payment Method, you authorize us to continue charging the updated Payment Method, and you remain responsible for any uncollected amounts. This may result in a change to your payment billing dates. For some Payment Methods, the issuer of your Payment Method may charge you certain fees, such as a foreign transaction fee or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details.
11.3 When you register for a Premium Subscription or Free Trial, you consent to get access to Ludwig Premium immediately. Given that we already offer a free trial of fifteen (15) days of the Ludwig’s Premium Service, Refunds will not, however, be provided once that the free trial period of fifteen (15) days expires.
11.4 Your payment to Ludwig’ Premium Service will automatically renew at the end of the monthly or yearly subscription period, unless you cancel your Premium Subscription before the end of the current subscription period. You can cancel your Ludwig membership at any time, and you will continue to have access to the Ludwig service through the end of your monthly billing period. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for any partial-month membership periods. If you cancel your membership, you will be automatically downgraded to the Free Service at the end of your current billing period. More specifically, the cancellation will take effect the day after the last day of the current subscription period. However, if you cancel your payment or Paid Subscription and/or terminate any of the Agreements before the end of the current subscription period, we will not refund any subscription fees already paid to us. To cancel, go to your “Account” and follow the instructions for cancellation.
11.5 If you have purchased your Paid Subscription through a third party, your subscription is also subject to the terms of your agreement with that third party (in addition to these Terms). To cancel your subscription, you must cancel directly with that third party.
11.6 Ludwig reserves the right to revise its Fees, including by increasing or adding new Fees, at any time on ten (10) days’ notice. Such notice may be sent to you by email to your most recently provided email address or posted on the Site or by any other manner chosen by Ludwig in its commercially reasonable discretion. You will be deemed to have received any such notice that is posted on the Site on the day it was posted. Your use of the Services after the ten (10) day notice period constitutes your acceptance of the new or revised Fees. The Price changes for Paid Subscriptions will take effect at the start of your next monthly or yearly subscription period. As permitted by local law, you accept the new price by continuing to use the Ludwig Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Ludwig Service prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.
11.7 By subscribing to Ludwig’s Premium Service you acknowledge that you lost your right to withdrawal, but this does not affect your right to cancel your membership at any time. The right of withdrawal is a right that allows European consumers to withdraw from their contract within 14 days of its effective date. Since we at Ludwig already provide our customers with fifteen (15) days of free trial, we rely on an exception for digital content providers, and our service does not include a right of withdrawal. Ludwig does not offer a right of withdrawal in any European country, however you can cancel at any time during the free trial of fifteen (15) days or after. After 15 days from your purchase, you may cancel your subscription as described above but you will not receive a refund. Specifically, at the end of the trial we will automatically apply the yearly/monthly price, at the then-current yearly/monthly price, and start charge your payment details on a yearly/monthly recurring basis, unless you cancel or change your subscription before the trial period ends. The law requires us to inform you that you do not have a right of withdrawal. To this end, when our customers sign up in any European country they acknowledge that they lose their right of withdrawal. We will also inform you of this in the welcome email that is sent after signing up for the free trial. Acknowledging that you lose your right of withdrawal will not affect any of your other rights as a consumer and will not affect your ability to cancel your subscription at any time.
12 Term and termination
12.1 The Agreements will continue to apply to you until terminated by either you or Ludwig. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. Ludwig may terminate the Agreements or suspend your access to the Ludwig Service at any time, including in the event of your actual or suspected unauthorized use of the Ludwig Service and/or Content, or non-compliance with the Agreements. If you or Ludwig terminate the Agreements, or if Ludwig suspends your access to the Ludwig Service, you agree that Ludwig shall have no liability or responsibility to you and Ludwig will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. To learn how to terminate your Ludwig account, please contact us through the Customer Service contact: firstname.lastname@example.org. This section will be enforced to the extent permissible by applicable law. You may terminate the Agreements at any time.
12.2 If you are an Authorized User of an Enterprise Subscriber, and this Agreement or the applicable agreement for Services and Software is terminated in relation to such Enterprise Subscriber, or if you otherwise lose access to the Services and Software via your Enterprise Subscriber (e.g., if you graduate from that Enterprise Subscriber or are no longer employed by that Enterprise Subscriber), Ludwig may elect in its discretion to (a) terminate your account or (b) downgrade your account to an individual subscriber account, at which point you agree that your use of the Services and Software will be as an individual subscriber in accordance with the terms of this Agreement (which Agreement at that point will be solely between you and Ludwig). If you are an Authorized User of an Enterprise Subscriber, your Enterprise Subscriber may elect in its discretion and at any time to revoke your Authorized User status and (a) terminate your account or (b) downgrade your account to an individual subscriber account, at which point you agree that your use of the Services and Software will be as an individual subscriber in accordance with the terms of this Agreement (which Agreement at that point will be solely between you and Ludwig). Upon termination of your account(s) for any reason, your right to use the Services and Software and to access the Site and any of its content will immediately cease and all content in your account(s) will be deleted. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions. Except as may be expressly set forth herein, all Fees paid or accrued in connection with any Services are non-refundable, and Ludwig will not prorate any Fees paid for a subscription that is terminated before the end of its term.
12.3 This article applies only to Enterprise Subscribers. Either Ludwig or you may terminate this Agreement by notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice of the breach from the non-defaulting party. In addition, Ludwig may suspend the Services upon notice if you fail to make any payment when due and fail to cure such breach within ten (10) days after receipt of notice of the breach from Ludwig. Any such suspension or termination shall be without limitation of any other right or remedy available to the terminating party. Ludwig may terminate this Agreement for convenience upon sixty (60) days’ prior written notice without liability to you. Following a termination pursuant to the foregoing sentence, Ludwig shall refund the pro rata portion of any Fees relating to the remaining term, as applicable. Either Ludwig or you may terminate this Agreement immediately upon notice to the other party if the other party has a receiver or similar party appointed for all or substantially all of its property, is declared insolvent by a court of competent jurisdiction, ceases to do business in the ordinary course, files a petition in bankruptcy or has a petition filed against it in bankruptcy, becomes the subject of any court or administrative proceeding related to its liquidation or insolvency (whether voluntary or involuntary) that is not dismissed within ninety (90) days, or makes an assignment for the benefit of its creditors. If this Agreement is terminated or otherwise expires for any reason, you shall promptly return to Ludwig or destroy, as directed by Ludwig, all Confidential Information, Software and other materials in your possession or under your control belonging to Ludwig, and all rights and licenses granted by Ludwig pursuant to this Agreement shall terminate. Upon the expiration or termination of this Agreement, your right to use the Services and Software and to access the Site and any of its content will immediately cease and Ludwig may elect in its discretion to (a) terminate your Authorized Users’ accounts or (b) downgrade your Authorized Users’ accounts to individual subscriber accounts. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.
13 Warranty and disclaimer
13.1 DESPITE LUDWIG ALWAYS MANAGE TO PROVIDE THE BEST SERVICE POSSIBLE, YOU UNDERSTAND AND AGREE THAT THE LUDWIG SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE LUDWIG SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAWS, LUDWIG AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. NEITHER LUDWIG NOR ANY OWNER OF CONTENT WARRANTS THAT THE LUDWIG SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, LUDWIG MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE LUDWIG SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT LUDWIG IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THIRD PARTY APPLICATIONS OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE LUDWIG SERVICE. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM LUDWIG SHALL CREATE ANY WARRANTY ON BEHALF OF LUDWIG IN THIS REGARD. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW. THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.
14.1 YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE LUDWIG SERVICE IS TO UNINSTALL ANY LUDWIG SOFTWARE AND/OR APP AND TO STOP USING THE LUDWIG SERVICE. WHILE LUDWIG ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO LUDWIG, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.
14.2 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL LUDWIG, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE LUDWIG SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER LUDWIG HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE LUDWIG SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO LUDWIG DURING THE PRIOR TWELVE MONTHS IN QUESTION, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.
15 Third party rights
15.1 You acknowledge and agree that the owners of the Content and certain distributors are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and Ludwig, and in no event shall the Agreements create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.
16 Entire agreement
16.1 These Agreements constitute all the terms and conditions agreed upon between you and Ludwig and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral (General Terms and Conditions). Any additional or different terms or conditions in relation to the subject matter of the Agreements in any written or oral communication from you to Ludwig are void. You represent that you have not accepted the Agreements in reliance on any oral or written representations made by Ludwig that are not contained in the Agreements. Please note, however, that other aspects of your use of the Ludwig Service may be governed by additional agreements. That could include, for example, access to Promo Offers, free or discounted Trials. You will agree to separate terms and conditions in those circumstances. Those terms and conditions shall govern only with regard to the specific aspect of the Service to which they apply, and are distinct from and supplemental to these Agreements, and do not supersede these Agreements. If the provisions of any Promo Offer terms and conditions conflict with these General Terms, those separate terms and conditions shall prevail.
16.2 The General Terms shall apply to each and all the Services (whenever applied for or provided to the Customer) in addition to any Specific Terms except to the extent, if any, expressly excluded in the Specific Terms. Nevertheless:
- in the event of any conflict or inconsistency between any provision of the Specific Terms and any provision of the General Terms, such conflict or inconsistency shall, in the absence of any express agreement to the contrary, be resolved in a manner most favourable to the Service Provider and to the exercise of the Service Provider's rights and options with respect to any matter or issue to which the inconsistency or conflict relates.
- only to the extent that such conflict or inconsistency cannot be so resolved, the provision of the Specific Terms shall prevail over the provision of the General Terms;
- all rights conferred on the Service Provider under the General Terms with respect to any matter or event shall be additional to the rights conferred on the Service Provider under the Specific Terms or any other agreement with the Customer with respect to that matter or event.
17 Severability and waiver
17.1 Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.
17.2 Any failure by Ludwig or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Ludwig’s or the applicable third party beneficiary’s right to do so.
18.1 Ludwig may assign the Agreements or any part of them, and Ludwig may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.
19.1 To the fullest extent permitted by applicable law, you agree to indemnify and hold Ludwig harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any of your User Content; (3) any activity in which you engage on or through the Ludwig Service; and (4) your violation of any law or the rights of a third party.
20 Choice of governing law, class action waiver and mandatory arbitration
20.2 Further, you and Ludwig agree to devolve to the jurisdiction of the Italian courts the resolution of any dispute, claim, or controversy that arises in connection with the Agreements (and any non-contractual disputes/claims arising out of or in connection with them). Ludwig does not accept any codes of conduct as mandatory in connection with the services provided under these Agreements.
20.3 WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND LUDWIG AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
Unless both you and Ludwig agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
20.4 If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section 20.4. is enforceable, the following mandatory arbitration provisions (articles from 20.5 to 20.10) apply to you.
20.5 You and Ludwig agree that any dispute, claim, or controversy between you and Ludwig arising in connection with or relating in any way to these Agreements or to your relationship with Ludwig as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.
20.6 Notwithstanding clause (20.5) above, you and Ludwig both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in small claims court, (2) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (3) seek injunctive relief in a court of law, or (4) to file suit in a court of law to address intellectual property infringement claims.
20.7 Either you or Ludwig may start arbitration proceedings. Any arbitration between you and Ludwig will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force (the “ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these Agreements, and will be administered by the International Court of Arbitration of the ICC. Any arbitration will be conducted in the Italian language and unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the law to be applied in any arbitration shall be the Italian law, without regard to choice or conflicts of law principles.
20.8 Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
20.9 A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by certified email (“Notice”). Ludwig's address for Notice is: Ludwig Srls, Via Fiume 6, 90133, Palermo. Ludwig’s certified email is: email@example.com. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Ludwig may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Ludwig shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, Ludwig shall pay you (1) the amount awarded by the arbitrator, if any, (2) the last written settlement amount offered by Ludwig in settlement of the dispute prior to the arbitrator’s award; or (3) $1,000.00, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Except as required to enforce the arbitrator’s decision and award, neither you nor Ludwig shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.
20.10 In the event that Ludwig makes any future change to this arbitration provision (other than a change to Ludwig's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Ludwig's address for Notice, in which case your account with Ludwig shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.
20.11 If the class action waiver at article 20.3 is found to be unenforceable in arbitration or if any part of articles from 20.5 to 20.10 is found to be invalid or unenforceable, then all the provisions of such articles (from 20.5 to 20.10) shall be considered null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in article 20.1 shall govern any action arising out of or related to the Agreements.
21.3 In addition, Ludwig may engage third parties to conduct risk control and fraud detection/prevention activities. As part of such engagements, if you initiate a transaction on the Site or through the Services, Ludwig may give such third parties access to your pertinent credit card and other personal information. Such third parties may only use such personal information for purposes of performing risk control and fraud detection/prevention activities for us. However, they may also convert such personal information into hashed or encoded representations of such information to be used for statistical and/or fraud prevention purposes. By initiating any such transaction, you hereby consent to the foregoing disclosure and use of your information.
21.3 BY USING LUDWIG, YOU AGREE THAT WE MAY COLLECT AND TRANSMIT INFORMATION ABOUT YOUR USE OF THE SOLUTION. This information may include (without limitation) the following: (i) activation, deactivation and subscription changes; and (ii) service impacting events like payment failures and system initiated transactions. The information will be used for billing (where applicable), maintenance, troubleshooting, and similar service related purposes. This information will also be used to report usage habits, in an aggregated, non-personally identifiable manner, to Our vendors and suppliers. The recipients of the information may be located outside your Country.
22.1 By using Ludwig, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
22.2 We will send you information relating to your account (e.g. payment authorizations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration.
22.3 If you have any questions concerning the Agreements or to resolve a complaint regarding the service or to receive further information regarding use of the service please contact Ludwig customer service by visiting FAQ section of our website or by sending an email at: firstname.lastname@example.org
Thank you for reading our Terms. We hope you will enjoy Ludwig!
VAT number: IT06333200829
Via Fiume 6, 90133 Palermo
Last Updated: 26 March 2018