School & Business Terms

These School & Business Terms (the "Agreement") govern the subscription to and use of the Locuto.PRO platform (the "Service") by a school, organization, or other business (the "Customer", "you") with Locuto.PRO ("us", "we", or "our"). We have aimed to keep this fair and straightforward, and we are glad to discuss any of it with you.

By subscribing to the Service, creating an organization, or having your teachers, administrators, or students use the Service on your behalf, you agree to this Agreement. The person accepting this Agreement confirms they are authorized to bind the Customer.

1. Relationship to Other Terms

This Agreement incorporates our Terms of Service, Privacy Policy, and Data Processing Agreement (the "DPA"). In the event of a conflict for a Customer account, this Agreement and the DPA prevail over the general Terms of Service.

2. The Service and Your Users

We grant the Customer a non-exclusive, non-transferable right to access and use the Service during the subscription term for its internal educational purposes, in accordance with this Agreement and any plan limits.

The Customer is responsible for its users — including administrators, teachers, and students ("Authorized Users") — and for their compliance with this Agreement. The Customer is responsible for all activity under its organization and accounts.

3. Customer Responsibilities, Content, and Consents

The Customer is solely responsible for the content and materials it and its Authorized Users upload, create, or share through the Service ("Customer Content"), and for ensuring it has all rights and permissions needed to do so.

The Customer warrants that it has the legal authority and has obtained all consents required to enroll its Authorized Users and to have their personal data processed through the Service, including, where students are minors, any parental or guardian consent required by applicable law. The Customer is responsible for providing any required privacy notices to its Authorized Users.

The Customer is responsible for keeping its own backups of Customer Content that is important to it. Certain content, including lesson recordings, is retained only for a limited period and is then automatically deleted, as described in the Terms of Service.

4. Fees, Billing, and Refunds

The Customer agrees to pay the fees for its selected plan and any consumption-based charges, including AI credit usage. Subscription fees are billed in advance for each billing period.

Except where required by mandatory law, all fees are non-refundable, and no refund or credit is due for partial periods, unused capacity, downtime, or termination. AI credit is non-refundable once credited or used.

We may change fees for future billing periods with reasonable advance notice. Continued use after a price change constitutes acceptance.

5. Service Availability and Third-Party Dependencies

We work hard to keep the Service reliable and target approximately 98% monthly availability as an operational goal. This is a target and not a contractual guarantee; no service credits, refunds, or other compensation are owed for unavailability.

The Service relies on third-party providers (for hosting, live video, AI, payments, storage, and email), listed on our Sub-processor list. We do not control these providers and are not responsible for their acts, omissions, outages, or discontinuation. The Force Majeure section of our Terms of Service applies to this Agreement.

6. Data Protection

With respect to personal data processed through the Service on the Customer's behalf, the Customer is the data controller and Locuto.PRO is the processor. Such processing is governed by our Data Processing Agreement, which forms part of this Agreement.

7. Acceptable Use and Suspension

The Customer and its Authorized Users must not misuse the Service, including by uploading unlawful content, infringing third-party rights, attempting to disrupt or gain unauthorized access to the Service, or using it to send spam or malware. We may suspend access where reasonably necessary to protect the Service, its users, or to comply with law, and will aim to limit the scope and duration of any suspension.

8. Intellectual Property

We and our licensors retain all rights in the Service. The Customer retains all rights in Customer Content and grants us a license to host, store, process, and display Customer Content solely as needed to provide the Service.

9. Disclaimer of Warranties

The Service is provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by applicable law, we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranty that the Service will be uninterrupted, secure, error-free, or that content will be accurate or preserved. AI-generated output may be inaccurate and must be reviewed by a human before being relied upon.

10. Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, use, goodwill, or business interruption, arising out of or related to this Agreement or the Service, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, the total aggregate liability of Locuto.PRO arising out of or related to this Agreement or the Service, under any theory of liability (whether contract, tort including negligence, statute, or otherwise), shall not exceed the total fees actually paid by the Customer for the Service during the three (3) months immediately preceding the event giving rise to the claim. This limit is aggregate across all claims and applies to liability arising under the DPA as well.

Nothing in this Agreement limits liability that cannot be limited under applicable law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

11. Indemnification

The Customer shall indemnify, defend, and hold harmless Locuto.PRO and its owners, directors, and employees from and against any third-party claims, damages, liabilities, losses, fines, and expenses (including reasonable legal fees) arising out of or related to: (a) Customer Content; (b) the Customer's or its Authorized Users' use of the Service; (c) the Customer's enrollment of Authorized Users (including minors) without obtaining required consents; or (d) the Customer's breach of this Agreement or violation of applicable law.

12. Term and Termination

This Agreement continues for as long as the Customer subscribes to the Service. Either party may terminate for the other's material breach that remains uncured after reasonable notice.

We may terminate or suspend the Service for convenience on reasonable notice, or immediately where required for legal, security, or third-party-provider reasons. On termination, the Customer's right to use the Service ends; fees already paid are non-refundable, and the Customer's liability for fees accrued up to termination remains. We will, on request made within a reasonable period, make Customer Content available for export before deletion in accordance with the DPA.

Provisions that by their nature should survive termination — including fees accrued, disclaimers, limitations of liability, and indemnification — survive.

13. Confidentiality

Each party will protect the other's non-public information disclosed in connection with the Service and use it only to perform under this Agreement, except where disclosure is required by law.

14. Governing Law and Disputes

This Agreement is governed by the laws of Poland, without regard to its conflict-of-law rules. The courts of Warsaw, Poland shall have exclusive jurisdiction over any dispute arising out of or related to this Agreement. If any provision is found unenforceable, the remaining provisions remain in full force and effect.

15. Changes

We may modify this Agreement from time to time. If a change is material, we will try to provide at least 30 days notice. Continued use of the Service after a change takes effect constitutes acceptance.

16. Contact Us

The Service is provided and operated by Aliaksandr Kuzmitski, conducting business as ALIAKSANDR KUZMITSKI, registered in the Polish Central Register and Information on Economic Activity (CEIDG), NIP: 5214034200.

For questions about this Agreement, or to discuss a custom arrangement for your school, contact us at [email protected].