SECTION 7 OF THESE TERMS INCLUDE A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE PARTIES TO RESOLVE ANY DISPUTE BY MANDATORY ARBITRATION. YOU SHOULD READ AND UNDERSTAND THAT SECTION WHEN YOU AGREE TO THESE TERMS.
You must be at least 18 years old to use the Services. You must provide accurate and complete information to sign up for the Services (including email registration), or to register for an account. If you use the Services on behalf of another person, entity, or organization, you must have the authority to accept the Terms on their behalf, and you agree you are responsible for compliance with any applicable laws that apply to your entity. Nothing in these Terms will be construed to grant you any right to transfer or assign rights to access or use the Site to an unauthorized third party who has not agreed to these Terms: you may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.
(a) Limited License to Services. Subject to your complete and ongoing compliance with these Terms, and your agreement to comply with all laws, regulations and third party licenses you rely upon, you are granted a non-exclusive license to access the Services. This license is limited to accessing the Services and, furthermore, is non-transferable, non-sublicensable, and revocable at any time by the Company, including for violation of the Terms or due to a change in the Services. Any third-party software, services or products are subject to their own terms, and you agree that (i) you will abide by these third-party terms, (ii) Company is not responsible for third party products, and (iii) you will FULLY INDEMNIFY AND HOLD HARMLESS Company for any damage to the Services or You from the use of third-party products. The Site or Services may contain links to third party sites, and Company is not responsible for such third party sites or the services they provide.
(b) Restrictions on Use of Services. You may not (i) scrape, copy, modify, or make derivative works based on the Services; (ii) use any automated system to access the Services, except as explicitly permitted by the Terms; (ii) reverse engineer, translate, use technological means to discover source code, models, or APIs for, or duplicate any aspect of the Services for any purpose, including similar or competing technology, interfaces, models, copyrighted works, trademarks, plug-ins or APIs (except to the extent permitted by law); or (iii) use the Services in a manner that violates, or is likely to violate these Terms, applicable law, regulation or binding standard.
(c) Ownership of Services. You agree that Company owns all intellectual property in all aspects of the Services, including the Site, its design, user interfaces, text, graphics, and all the Service’s software, models, APIs, source code or object code.
(d) Company has no obligation to provide support for your use of the Services.
(a) Ownership of your Content. Company does not claim ownership of any information you submit to the Services (“Content”) except as provided for in Section 2(b) below. You do grant us a non-exclusive transferable worldwide license to any Content you provide to Company as part of your use of the Services, in order to provide the Service to you, in order provide, secure, maintain and improve the Services generally, enforce and improve our policies and technology, and comply with applicable laws and regulations. You represent and warrant that you have the all rights, consents (including bases under privacy law), and licenses necessary for Content you submit to the Services, and you are fully responsible, AND HEREBY FULLY INDEMNIFY AND HOLD HARMLESS Company, for ensuring that it does not violate any applicable law or these Terms.
(b) Feedback. Comments, suggestions, proposals, recommendations, potential improvements, or bug reports are welcome. You agree that Company may use any such feedback without restriction or compensation from you, and you grant Company a non-exclusive, transferable, perpetual, irrevocable, fully paid and royalty-free worldwide license to your feedback for any purpose (limited only to the extent subject to an open-source license or another agreement between you and Company). You represent that you have the full right to provide such feedback and grant this license.
The Services may include third party software (“OSS Software”) under licenses may give you the right to copy, modify, and distribute such software and/or derivative works of that software. Solely to the extent required by such OSS Software licenses, such licenses supersede these Terms. You are solely responsible for compliance with the terms of such OSS Software licenses, such as attribution, restrictions on use, distribution or otherwise, and you agree that Company is not responsible for your compliance with the terms of such OSS Software licenses, nor (as set forth in such OSS Software licenses) for the OSS Software itself.
(a) As presently provided, you may use the Services solely for informational purposes, or to submit a request to be included in email updates regarding upcoming beta tests, product information, and other communications described in the Site, for which you may unsubscribe any time. Personal data of third parties should not be submitted as part of the current Services. Your use of this Site and the Services is subject to Company’s Privacy Notice.
(b) Confidentiality. You may be given access to confidential, non-public information (designated by the Company, or information that should reasonably be considered confidential under the circumstances, such as when related to beta tests or other aspects of the Services) (“Confidential Information”). You agree you will (i) only use Confidential Information as part of your use of the Services, (ii) not disclose (intentionally or negligently) any Confidential Information to an unauthorized third party and, (iii) you will use the same care to protect Confidential Information as you do for your own confidential information Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Company and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
(c) Security. You agree you will use reasonable security measures to help secure your access to and use of the Services. You will notify the Company in a timely fashion and provide all relevant details in the event of the discovery of any breach, vulnerability, or significant bug.
(a) These Terms apply from when you (i) accept the Terms or (ii) first access the Site or use the Services.
(b) These Terms end when, at the sole discretion of Company: (i) you are deemed to have violated these Terms; (ii) you are deemed to have violated applicable law or regulations; or (iii) Company suspends, terminates, or ceases providing the Site or Services generally or as to you, at any time, for any reason, with or without notice.
(c) If you wish to terminate the Terms, you may email Company at [email protected], and you must immediately cease any and all use of the Site or Services.
(d) Sections 1(b), 1(c), 2, 4, 5, 6, 7, and 8 expressly survive termination of the Terms, in addition to those sections which as provided would survive termination or expiration of the Terms. The limited license of Section 1(a) expressly does not survive termination.
(a) Indemnity. You will defend, indemnify, and hold harmless Company, its affiliates, and its personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms, violation of applicable law or regulation, or your use of third party services.
(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, COMPANY AND ITS AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SITE OR SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED. Company may make, but has no obligation to make, changes to the Services at any time without notice, including by limiting or discontinuing certain features of the Site or Services. Company shall have no liability for any change to the Services or any suspension or termination of your access to or use of the Services.
(c) Limitations of Liability. NEITHER COMPANY NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND DOES NOT INCLUDE ANY WARRANTY OR OTHER RIGHT COMPANY IS PROHIBITED FROM DISCLAIMING THEREUNDER. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you
YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
(a) MANDATORY ARBITRATION. To the extent permitted by applicable law, you and Company agree to try to resolve any dispute informally within 60 days of notification by sending us a notice at [email protected]. If you and Company cannot resolve the dispute, either party can resolve any past or present claims relating to these Terms or our Services through final and binding arbitration via JAMS and applicable JAMS rules, where the parties will split arbitration fee. You have the right to opt out of these arbitration terms, and future changes to these arbitration terms, by notifying Company within 30 days of agreeing to these arbitration terms or the relevant changes at [email protected]. This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop a violation of these Terms or of applicable law; or (iii) to stop unauthorized use or abuse of the Services or intellectual property infringement.
(b) Arbitration, including threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction.
(c) NO CLASS ACTIONS. To the extent permitted by law, class actions must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations (except upon submission of more than 30 or more similar arbitration claims), class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.
(a) Updates to these Terms. These Terms are subject to (i) any further agreement or terms provided by the Company for the use of any beta test, service, or site functionality beyond that described above, or (ii) future updates to the Terms as described below. Any update to these Terms will be provided by updates to this page, and other commercially reasonable forms of notice provided by Company at its sole discretion or otherwise required by applicable law.
(b) Governing law. These Terms are governed by the laws of the State of California, excluding California’s conflicts of law rules or principles. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal Northern District of California or state courts of San Mateo County, California.
(c) Miscellaneous—Company’s failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
(d) Contact information. You may contact us regarding these Terms by emailing us at [email protected].