RESPONSIBLE AI END USER LICENSE AGREEMENT
Last Updated: January 28, 2020
PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS IS A LEGAL AGREEMENT. BY CLICKING “I ACCEPT”, DOWNLOADING, INSTALLING, LOGGING INTO, ACCESSING OR OTHERWISE USING ANY PART OF THE EDGE IMPULSE, INC. (“COMPANY”) SOFTWARE-AS-A-SERVICE PRODUCT, APPLICATION, SERVICES, OR RELATED MATERIALS (COLLECTIVELY, THE “PRODUCT”), OR OTHERWISE MANIFESTING YOUR ASSET TO THESE TERMS, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK “I ACCEPT” AND DO NOT DOWNLOAD, INSTALL, ACCESS, COPY, OR OTHERWISE USE THE PRODUCT.
IN THE EVENT YOU ACCEPT THIS AGREEMENT IN ERROR, YOU ARE STRICTLY PROHIBITED FROM USING THE PRODUCT. UNAUTHORIZED USE MAY RESULT IN CIVIL OR CRIMINAL LIABILITY. USE OF THE PRODUCT BY YOU OR YOUR AGENT SIGNIFIES YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
This Agreement is between Company and any person or entity (“User,” “you” or “your”) who purchases, downloads, installs, logs into, accesses or otherwise uses the Product. In the event that User purports to be the agent of, represent or otherwise act on behalf of an entity or any other person, references to “User” shall include such entity or person in addition to such representative. Company and User each is a “party” and are collectively referred to as the “parties.”
1. License; Exceptions; Restrictions
a. License. The Product is licensed pursuant to subscriptions. Subscriptions will be for a term of one year.
Subject to the terms of this Agreement, Company hereby grants User, solely during the applicable term, a limited, personal, nonexclusive, revocable, nontransferable license to (i) access and use the Product via the Internet address provided to User by Company; and (ii) use any associated documentation.
b. License Exceptions. Despite the foregoing or any other provision of this Agreement to the contrary, You agree the Product will not be used by You, or by anyone under Your control, for any of the following purposes or applications:
(i) Military. Military use includes use by any person or entity for any military purpose, including any project sponsored or paid for by a military organization, as well as for any purpose by a military organization. For purposes of this Agreement, “Military” includes the U.S. Department of Defense (with the exception of DARPA); U.S. Armed Forces (including the Army, Navy, Marines, Air Force, and Coast Guard); U.S. Department of Homeland Security; U.S. intelligence agencies (including reconnaissance agencies); and all foreign counterparts of the foregoing organizations.
(ii) Criminal. Criminal use includes both activities which are prohibited under any applicable law or regulation, as well as activities associated with identifying criminal activity, including uses designed to (alone or in conjunction with other software or hardware) predict the likelihood that a crime has been or may be committed by any person, including but not limited to based on a person’s facial attributes or facial and emotion analysis, or using personal data and/or personal characteristics or features such as a person’s name, family name, address, gender, sexual orientation, race, religion, age, location, skin color, political affiliations, employment status and/or history, health and medical conditions or social media and publicly available data.
c. License Restrictions. In addition to the foregoing license exceptions, User agrees that it will not without express written permission of Company: (i) reverse compile, disassemble, decompile or engineer, copy, modify, adapt or create derivative works of or from the Product or any part thereof; (ii) make the Product or documentation available to, or use the Services or documentation for the benefit of, anyone other than User; (iii) assign, transfer, sell, resell, license, sublicense, distribute, rent or lease the Product or documentation, or include any Product or documentation in a service bureau or outsourcing offering; (iv) permit direct or indirect access to or use of the Product or documentation in a way that circumvents any contractual usage limit; (v) copy the Services or documentation or any part, feature, function or user interface thereof (except as expressly otherwise permitted under this Agreement); or (vi) access or use any Product or documentation in order to build a competitive product or service. User further agrees that it will not (i) upload, post or otherwise transmit any User Data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (ii) upload, post or otherwise transmit any User Data that User does not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) upload, post or otherwise transmit any material or User Data that contains software viruses or any other malicious code, files or programs designed to interrupt, disrupt, destroy, damage or limit the functionality of any computer software or hardware or telecommunications equipment or violate the security of any computer network, crack passwords or security encryption codes or otherwise attempt to gain unauthorized access to any other computer system; (iv) interfere with or disrupt the servers or networks connected to the Product, or disobey any requirements, procedures, policies or regulations of networks connected to the Product; (v) intentionally or unintentionally violate any applicable local, state, national or international law; or (vi) collect, store or use personal data about other users.
2. Compute Time; Fees; Payment
a. Free Compute Time. The license granted to User in Section 1 above shall be at no cost based on User using no more than 25 minutes per calendar month of compute time.
b. Fee-based Compute Time. For any compute time in excess of 25 minutes per calendar month, User agrees to pay to the Company ten cents ($0.10) for each additional minute of compute time in such calendar month. When User has reached the maximum free compute time in any calendar month, the Company will use reasonable efforts to send a message to User requesting credit card information to pay for any compute time in excess of 25 minutes per calendar month. User agrees to promptly respond to such message with complete and accurate credit card billing information. User agrees that, in addition to any other rights provided for in this Agreement, Company may suspend or terminate User’s license and access to the Product if User does not timely pay for any fee-based compute time.
3. User Account; User Data
a. User Responsibilities. User shall provide accurate, current and complete information required to enable its use of the Product, and will maintain the accuracy of such information during the use of the Product. User shall maintain proper password security. Without limiting any other responsibilities User has under this Agreement, User is responsible for the actions of anybody accessing the Product using User’s credentials.
d. Monitoring. Company reserves the right to monitor User’s account to (i) operate the Product properly; (ii) administer and manage Company’s business; (iii) provide all users with the highest quality products and services; (iv) verify compliance with laws or this Agreement; (v) protect Company and its users; and/or (vi) satisfy any law, regulation or other government request.
4. Intellectual Property Ownership; License by User
a. Ownership by Company. The Product and documentation contain proprietary and confidential information of Company and its licensors. Except to the extent licenses are expressly granted hereunder, Company and its licensors retain all right, title and interest in and to all intellectual property rights (including patent, trademark, trade secret rights, inventions, copyrights, know-how and trade secrets) in and to the Product and documentation. In addition, any additional system software, and the content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, and other matters related to Company’s website are protected under applicable copyrights, trademarks and other proprietary rights. The use, copying, redistribution, use or publication by User of any such parts of the website, Product or documentation, except as expressly authorized by this Agreement, is prohibited. Company shall own all right, title and interest, including all intellectual property rights, in and to any intellectual property created by Company and delivered to User pursuant to this Agreement or otherwise created by Company in the course of providing the Product under this Agreement.
b. Ownership by User. Except to the extent licenses are expressly granted hereunder, User retains all right, title and interest in and to all intellectual property rights (including patent, trademark, trade secret rights, inventions, copyrights, know-how and trade secrets) in and to: (i) its User Data (where “User Data” means all data stored by User or at User’s direction on the computing, storage, networking, and other hardware and software infrastructure used in providing the Product); and (ii) subject to the other restrictions in this Agreement, any Output (where “Output” means any files, texts, or events or other data sets that are created or emitted through User’s use of the Product).
c. License Grant by User. User hereby grants to Company a non-exclusive, transferable and sublicensable (solely as set forth herein), worldwide, royalty-free license to use, copy, modify and perform (i) User Data solely as reasonably required to operate and provide the Product and (ii) the Output. In addition, and despite anything to the contrary in this Agreement, Company shall have the right to collect and analyze User Data and other information relating to the provision, use and performance of various aspects of the Product and related systems and technologies (including, without limitation, information concerning User’s use of the Product and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data for the purpose of analytics and to improve and enhance the Product and for other development, diagnostic and corrective purposes in connection with the Product and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
5. Legality of User Data
User agrees to abide by all applicable local, state, national, and international laws and regulations in connection with providing the User Data, including, without limitation, all laws regarding the transmission of technical data exported from the United States through the Service and all applicable privacy laws (including but not limited to the California Consumer Privacy Act, the Gramm-Leach-Bliley Act found at 15 U.S.C. Subchapter 1, §6809(4), the Health Information Portability and Accountability Act of 1996 and the rules promulgated thereunder (“HIPAA”), and the EU Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “GDPR”) and/or other applicable data protection or national/federal or state/provincial/emirate privacy legislation in force, including where applicable, statues, decisions, guidelines, guidance notes and codes of practice issued from time to time by courts, data protection authorities and other applicable government authorities.
6. Control of the Product; Systems
a. Control of the Product. The method and means of providing the Product shall be under the exclusive control, management, and supervision of Company. Company will provide and operate the Product in a professional and commercially reasonable manner in accordance with applicable law.
b. Systems. User shall be solely responsible for its information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by such party or through the use of third-party services.
7. No Indemnities by the Company; No Warranties; No Support
a. THIS AGREEMENT DOES NOT ENTITLE USER TO ANY INDEMNIFICATION OF ANY KIND. THE PRODUCT IS LICENSED "AS IS." COMPANY MAKES NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE PRODUCT, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE, OR SUCCEED IN RESOLVING ANY PROBLEM.
b. This Agreement does not entitle User to support of any kind.
8. Indemnification by User
User agrees to indemnify, defend, and hold harmless Company, its licensors, affiliates or subsidiaries and any members, officers, employees and agents of the foregoing, from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person or entity, arising out of or relating to: (a) this Agreement or User’s violation of the terms and conditions thereof; (b) User’s use of the Product, including any data, User Data, communication or work transmitted or received by User; (c) negligence or fraud of User; (d) any claim that any User Data posted by User violates the rights of a third party; and (e) any breach of Section 5 of this Agreement.
9. Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM THE USE OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL COMPANY’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE GREATER OF THE AMOUNT PAID FOR THE SOFTWARE UNDER THIS AGREEMENT OR FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
This Agreement will terminate automatically without notice to User from Company if User fails to comply with any provision of this Agreement. User may terminate this Agreement by terminating access to and removing the Product and notifying Company. Upon termination, User shall terminate use of the Product and destroy any copies of the Product in User’s possession. Except as expressly granted herein, User shall not be entitled to any refund on any portion of any fees or other charges paid in connection with this Agreement. Company reserves the right to discontinue or suspend any aspect of or access to the Product at any time. Any termination of this Agreement pursuant to this Section shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. Sections 1(b), 1(c), 4, 5, and 7-12 all associated definitions, and all accrued rights to payment, if any, shall survive after termination or expiration of this Agreement.
11. Export Compliance
The Product is subject to U.S. export controls, specifically the Export Administration Regulations. Both parties shall comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce. User shall not transfer, export or re-export, directly or indirectly, the Product to any Prohibited Entity, and User affirms that it is not a Prohibited Entity or acting on behalf of any Prohibited Entity (as defined under U.S. laws and regulations).
a. Independent Contractors. The parties agree that each is an independent contractor and neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party.
b. Amendment. This Agreement may be modified, replaced or rescinded only in writing, and signed by a duly authorized representative of each party.
c. Assignment. User shall not assign any of its rights, duties or obligations under this Agreement without the prior written consent of Company, and any attempted assignment or delegation without such consent shall be void and of no effect.
d. Waiver. The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
e. Invalidity and Severability. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
f. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of law provisions thereof. The sole venue for all disputes relating to this Agreement shall be in San Francisco County, California, USA.
g. Attorney’s Fees. If any legal action or other proceeding is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.
THIS AGREEMENT, INCLUDING ALL APPLICABLE LICENSE AGREEMENTS, CONSTITUTES THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS SALES PROPOSALS, NEGOTIATIONS AND AGREEMENTS, ALL TERMS AND CONDITIONS INCLUDED AS PART OF ORDERS AND ALL OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF.
USER HAS READ, UNDERSTOOD, AND ACKNOWLEDGES THE FOREGOING AGREEMENT AND AGREES TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. USER HAS FULL AUTHORITY TO EXECUTE THIS AGREEMENT. USER MANIFESTS ITS ASSENT TO THIS AGREEMENT BY CLICKING ON “I ACCEPT” DURING SIGN-UP.