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DocumentsPublic Offer Agreement for the Spell Check Services

Public Offer Agreement for the Spell Check Services

Last updated: 22.03.2022

Referred documents:
1text.com User Agreement (General Agreement):
https://1text.com/user-agreement
1text.com Privacy and Cookies Policy (Policy):
https://1text.com/privacy-policy
List of Services (annexure to the Agreement):
https://1text.com/list-of-services

The present Public Offer Agreement for the Spell Check Services (Offer Agreement) constitutes a formal offer of the MACHINE PLACE s.r.o. (Company) to individuals willing to accept rights and obligations under the Offer Agreement (User) and meet all requirements, set forth in section “Terms and definitions” of this Offer Agreement, to carefully read the terms and conditions foreseen by this Offer Agreement and accept them fully and unconditionally, before acceptance of the Offer Agreement as it is described herein.

TERMS AND DEFINITIONS

In case any of the words used in the text of this document starts from the capital letter it shall be understood and interpreted in the way foreseen by the present section.
“Offer Agreement” means present Public Offer Agreement for the Spell Check Analysis Services including all its annexures.
“General Agreement” means 1text.com User Agreement that can be accessed via the link provided above in this Offer Agreement.
“Company” means MACHINE PLACE s.r.o., registration number 07285639, addressed at Na Folimance 2155/15, Vinohrady (Praha 2), 120 00 Praha.
“User” means an individual holding the status of a Website User who has completed the Account Registration procedure that is foreseen by the General Agreement. For Users who have not completed the Account Registration process, this Offer Agreement applies to the extent of the available Services.
“Website” means a set of information, web forms, software and intellectual property objects (including computer programs, databases, Website Content and Services) accessed from the User's devices via special software for viewing web pages (browser) under the domain (or (sub)domain, if the domain name has a corresponding attribute) name: 1text.com (equal to http(s)://1text.com, with/without the "www" abbreviation), the exclusive rights and/or the right to use which belong to the Company.
“Services” means the functionality of the Website provided by the Company under the terms of the present Offer Agreement and General Agreement, under the conventional name “Spell Check”, the functional purpose of which is disclosed in the relevant part of the Offer Agreement.

Terms and definitions in this document which have not been defined in this section shall be interpreted according to the General Agreement (link is provided in this document above) and its annexures unless a different meaning is given to the term herein, and, as last resort, according to their generally accepted interpretation.

1. SUBJECT OF THE AGREEMENT

1.1. In accordance with the Offer Agreement, the Company provides Users who have accepted the Offer Agreement with the Services under the terms specified herein, while the User undertakes to accept the Services, as well as to perform other obligations foreseen herein.
1.2. As the Offer Agreement constitutes part of the General Agreement, in all other respects not separately provided for herein, the Parties shall be governed by the provisions of the General Agreement. The provision of the Services shall be subject to the terms and conditions specified in the present Offer Agreement, and in the unregulated part, to the terms and conditions specified on the Website. Such terms and conditions shall be deemed to be an integral part of the Offer Agreement.
1.3. The Company reserves the right to amend the Offer Agreement and its annexures. Such amendments come into effect from the moment of publication of amended document/information on the Website, and do not require any prior notice (approval, consent) from Users. The revised version of the Offer Agreement is effective both for new Users and for Users who accepted its terms before the amendment.

2. AGREEMENT ACCEPTANCE

2.1. This Offer Agreement is an annexure to the General Agreement, consequently the User is considered to have accepted terms and conditions of the Offer Agreement in full upon accepting the General Agreement and is valid for the lifetime of the Account (including all amendments made by the Company to the Offer Agreement during the said period).

3. SERVICES DESCRIPTION

3.1. The Services are designated for review of the User's text based on the Website software algorithms for errors and typos.
3.2. The Company renders the Services in accordance with the terms and conditions set forth in the Offer Agreement and General Agreement, as well as according to the information provided on the Website, including the following page of the Website: https://1text.com/spelling. Information regarding terms and conditions provided on the Website constitutes an integral part of the Offer Agreement.

4. PARTIES RIGHTS AND OBLIGATIONS

4.1. The Company undertakes the following:
4.1.1. To act openly, in good faith, and not to violate the terms of the Offer Agreement;
4.1.2. To render the User Services in accordance with the terms set forth in the present Offer Agreement;
4.1.3. To perform other obligations stipulated by the Offer Agreement, its annexures, or applicable law.
4.2. The Company is entitled to the following:
4.2.1. To modify or improve the Website and the Services by modifying or releasing new versions of the Website at any time and for any reason, including improvement of the consumer experience, increase competitiveness, conformity with the applicable laws and regulations. The Company reserves the right to modify the content of the Website by adding or removing elements of the Website, without prior approval of such actions by the User;
4.2.2. To unilaterally and extrajudicially withdraw from the Offer Agreement in accordance with the terms and conditions set forth herein;
4.2.3. To exercise other rights stipulated by the Offer Agreement, its annexures or applicable law.
4.3. The User undertakes the following:
4.3.1. To act openly, in good faith and not to breach the terms of the Offer Agreement;
4.3.2. To use the Services strictly in the manner and on the terms and conditions provided by the Offer Agreement and in accordance with its purpose of use, and not to create any intellectual property derivatives thereof;
4.3.3. To perform other obligations stipulated in the Agreement, its annexures or applicable law.
4.4. The User is entitled to the following:
4.4.1. To use the functionality of the Website in accordance with the terms and conditions set forth herein;
4.4.2. To exercise the other rights provided by the Offer Agreement and applicable laws.
4.5. User hereby warrants the following:
4.5.1. He/she has thoroughly studied the content and/or functionality of the Website prior to accepting this Offer Agreement and the available content/implemented functionality corresponds fully to his/her perception of the Website and fully meets the objectives pursued by him/her by accepting the Offer Agreement. At the same time, he/she agrees that the Website may be modified and/or his/her access to the Website may be suspended by the Company at its own discretion, at any time, without the User's consent.
4.5.2. He/she has not been deluded and misled (either substantially or not substantially) regarding characteristics and functionality of the Website, other terms of the Offer Agreement, essence of relations between him/her and the Company in general, etc..
4.5.3. He/she accepts that in accordance with this Offer Agreement, (i) the Website is provided on "AS IS" basis (unless herein expressly provided otherwise), including without limitation any documentation, improvements and updates, (ii) the Company makes no warranties or conditions (express or implied by law and/or accepted business practice) regarding anything, including its integrability, satisfactory quality and fitness for a particular purpose. The Company also does not warrant that the Website will be error-free, will meet the User's requirements or that it will function properly when used in conjunction with any other software or hardware. The Company does not and cannot guarantee the results that the User may obtain through the use of the Website. All risks associated with the quality and performance of the Website shall be borne by the User.

5. COMPANY’S REMUNERATION

5.1. Services are rendered by the Company on a free of charge basis.

6. LIMITATION OF LIABILITY

6.1. The Company provides access to the Website and Services on "AS IS" basis without any implied warranties or promises not set out herein. The Company reserves the right to amend the design and code of the Website and the Services at its sole discretion without prior notice to Users.
6.2. The Company provides no guarantees with respect to the following:
- That the company will promptly correct all errors on the Website;
- That information and Services will be provided continuously, quickly, reliably and error-free;
- The information on the Website is accurate, reliable or meets the expectations and requirements of the User.
6.3. The Company shall not be held liable for possible material or non-material damage that may be caused to the User as a result of the use or inability to use the Website and the Services.

7. DISPUTES RESOLUTION

7.1. All disputes between the Company and Users shall be resolved according to the procedure set forth in the General Agreement.

8. FORCE MAJEURE

8.1. Where one of the parties to this Offer Agreement is unable to fully or partially fulfill its obligations under the Offer Agreement due to fire, natural disaster, war, military actions of any nature, blockade, ban on exports and imports, ban on activities, national, industrial strikes and other strikes, lockouts and other industrial conflicts (except for those circumstances that interested party is able to prevent), as well as due to other circumstances of an extraordinary and unforeseen nature, the deadlines for fulfilling these obligations are proportionately postponed for the duration of these circumstances and the elimination of their consequences.
8.2. The party for which is affected by the force majeure shall no later than ten (10) days after its occurrence to notify the other party in writing about such force majeure, expected duration of force majeure and termination of such circumstances. The facts stated in such a notification must be confirmed by a certificate issued by a state competent authority.
8.3. Should the force majeure circumstances causing inability to perform the contract remain for more than three (3) months, the party that cannot continue to fulfill its obligations under the Offer Agreement has the right to terminate it by notifying the other party at least thirty (30) calendar days in advance indicating the date of termination.

9. FINAL PROVISIONS

9.1. In everything else that is not regulated by the provisions of this Offer Agreement, the parties are guided by the provisions of the General Agreement and its annexures, as well as applicable laws and regulation.
9.2. Should any provision of this Offer Agreement be held invalid or unenforceable and be repealed, the remaining provisions thereof shall not be affected and such invalid/unenforceable provision shall be replaced by a valid/enforceable provision that comes as close as possible in its economic sense, meaning and effect to the original version of the provision stipulated by the Offer Agreement.
9.3. The parties hereby agree that all electronic correspondence carried out between them during the course of execution of the Offer Agreement has legal force, shall be deemed as an integral part of the Offer Agreement and can be used as written evidence in the court.
9.4. The User warrants that no one else has access to the Registration Data that he/she provided during Registration on the Website, and that he/she observes due measures to prevent access to them by third parties.
9.5. All documents sent via email, telephones (including messengers) shall be deemed to be signed using a simple electronic digital signature, as well as having a reliable digital trace of the sending party, and be equivalent to a written document.
The Company and User hereby agree that they can use facsimile reproduction of the signature by means of mechanical or other copying (facsimile signature) for the exchange of legal documents as part of the fulfillment of obligations under the Offer Agreement. The Company and the User hereby acknowledge that a facsimile signature shall be equal to a handwritten signature.

10. CONTACT US

If anything is left unclear in the text of this Offer Agreement, we will be glad to clarify its provisions.
You can also use the contact details provided in this section for any reason foreseen by the present Offer Agreement.
Please contact us via the following email address: [email protected].