Terms of Service
Last Updated: July 7, 2021
DeGirum Corp. ("DeGirum", "we", "our", or "us") offers: (a) online-only access to a GUI tool (the "Services") to design machine-learning models (the "Content", as further defined below), and (b) access to this www.DeGirum.com domain website (the "Website").
1. Your Relationship with DeGirum and our Agreement
1.1 These Terms of Service ("Terms") create a legally binding agreement between you ("You", "Your" or "User") and DeGirum and explain the rules and Your legal obligations governing Your use of the Services, Content and Website. If You do not agree to these Terms, You are not allowed to access or use the Services, the Content created therefrom (the "Output"), and the Website.
1.3 You may not use the Services and You may not accept the Terms if You are barred from receiving the Services under the laws of the United States or other countries, including the country in which You are a resident or from which You use the Services.
1.4 You may access and use the Services solely for Your individual and personal use subject to these Terms.
2. Your Use of the Services and Use Restrictions
2.1 You are responsible for: (a) access to and use of the Services and compliance with these Terms; (b) the secure transmission of Your Content to and from the Service, (c) the legality, reliability, integrity, accuracy and quality of the Content and your use of the same, any conclusions drawn or actions taken therefrom, and the means by which You acquired the Content; and (d) if desired, backing-up Your Content, which is never saved or stored by us.
2.2 You agree that You will not:
(a) license, sublicense, sell, resell, rent, lease, transfer, distribute, provide access, or otherwise commercially exploit, or make the Services [or the Content] available to any third-party [except as expressly authorized herein];
(b) download, copy, modify, translate, adapt, merge, or create derivative works of the Services or disassemble, decompile, reverse engineer or otherwise extract the source code of, or reduce to human-perceivable form, any part of them unless and to the minimal extent the foregoing restrictions are expressly prohibited by applicable law;
(c) use or access the Services: (i) for competitive purposes or (ii) other than in compliance with all applicable laws and regulations (including export control laws and restrictions);
(d) infringe or misappropriate any DeGirum Assets (defined below);
(e) attempt to gain unauthorized access to the Services or any portion thereof;
(f) introduce into the Website or Services any virus, malware, Trojan horse, worm, spyware or other destructive code, or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Services;
(g) access or attempt to access or use the Website or Services by any means other than DeGirums publicly supported interfaces, including through any automated means (i.e., by use of scripts or web crawlers);
(h) probe, scan, or test the vulnerability of any DeGirum system or network; or
(i) access, store, create, share, display, publish or transmit any material that is unlawful or related to illegal activity, threatening, deceptive, defamatory, discriminatory, obscene, libelous, an invasive of another's privacy, or infringes the intellectual property rights of a third-party through the Service.
3. Your Content
3.1 As between the parties, You own all right, title, and interest in and to the Content, including all intellectual property and proprietary rights therein. Except as expressly set forth herein, DeGirum acquires no right, title, or interest from You hereunder in or to Your Content. "Content" means the data, information, and other content that is input, designed, [uploaded to, imported into, or] created in the Services by You, including, without limitation, the Output, but does not include Statistical Data (as defined herein).
3.2 If You believe that DeGirum has violated a copyright, trademark, or other intellectual property right, please contact us at Legal@DeGirum.com. DeGirum responds to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA).
4. Terms and Services Termination
4.1 DeGirum may make changes to the Terms from time to time. When these changes are made, DeGirum will make a new copy of the Terms available at www.DeGirum.com/TermsOfServices. You understand and agree that if You use the Services or Website after the date on which the Terms have changed, Your use of the Services and Website will constitute acceptance of the updated Terms.
4.2 DeGirum reserves the right to suspend access to the Services and this Website at any time and for any reason. After Your use is terminated or finished, all legal rights, obligations and liabilities that You and DeGirum have benefited from, been subject to, have accrued, or which must or would reasonably survive in order to give proper effect to their intent, shall be unaffected by this cessation, and the provisions hereof and thereof shall continue to apply to such rights, obligations and liabilities indefinitely.
5. Intellectual Property Rights and Indemnification
5.1 As between the parties, DeGirum owns all right, title, and interest in and to the DeGirum Assets, including all intellectual property and proprietary rights therein. Except as expressly set forth herein, DeGirum does not convey any rights to You. "DeGirum Assets" means (i) the Services, and all materials, ideas, and items that are conceived, made, discovered, written, or created by DeGirum in connection with providing the same (but not any Content), including, without limitation, the Statistical Data; (ii) all DeGirum technology, software, data, methodologies, changes, improvements, components and documentation used to provide the Services or made available in connection herewith, and all intellectual property, proprietary rights and underlying source code and object code in and to the foregoing; and (iii) all other intellectual property owned by DeGirum and all copyrights, patents, trademarks and trade names, trade secrets, specifications, methodologies, documentation, algorithms, criteria, designs, report formats and know-how.
5.2 User may provide feedback or suggestions about the design, concepts, features, functions, or operation of the Services ("Feedback") before or after using the Services. DeGirum may freely use and commercially exploit the Feedback (without any limitations, obligations, or restrictions of any kind, including royalty or other payment obligations or revenue sharing). DeGirum is not required to use or incorporate Feedback into any of its products or Services.
5.3 DeGirum owns the Statistical Data and all intellectual property and proprietary rights in and to the same. Without limiting the foregoing, DeGirum and its assigns may use the Statistical Data for business, commercial and any other purposes (such as improving, testing, and maintaining the Services and developing additional products and services). "Statistical Data" means statistical data generated or related to the provision, operation or use of the Services and the Website, including measurement and usage statistics, configurations, survey responses, and performance results.
5.4 Nothing in the Terms gives You a right to use any of DeGirum's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
5.5 You agree to indemnify, defend, protect and hold harmless DeGirum us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys' fees, arising out of or related in any way to Your use of the Services, Your Content, this Website, and Your violation of these Terms.
6. Disclaimer of Warranties
6.1 THIS WEBSITE, THE SERVICES, AND OUTPUT ARE PROVIDED "AS-IS", WITH ALL BUGS AND FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM AND EXCLUDE ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE FURTHER DISCLAIM AND EXCLUDE ANY AND ALL WARRANTY THAT: (A) THIS WEBSITE, THE SERVICES OR THE OUTPUT WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE OUTPUT WILL BE EFFECTIVE, ACCURATE, AND RELIABLE; (C) THE QUALITY OF THE SERVICES AND THE OUTPUT WILL MEET YOUR EXPECTATIONS; OR THAT (D) ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED.
6.2 We specifically disclaim any liability for any actions resulting from Your use of the Services and the Output. You may use and access the Services on our Website at Your own discretion and risk, and You are solely responsible for any damage to Your computer system or loss of Content, Output, or data that results from the use or access of the Services or Content.
6.3 Nothing in these Terms shall exclude or limit DeGirum's warranty obligations or liability for losses which may not be lawfully excluded or which is limited by applicable law. Only the limitations which are lawful in Your jurisdiction will apply to You and DeGirum's liability will be limited to the extent permitted by law.
7. Limitation of Liability
7.1 TO THE EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE TO YOU (REGARDLESS OF THE BASIS OR TYPE OF CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) FOR ANY LOST PROFITS, REVENUES OR DATA, BUSINESS INTERRUPTION, DEPLETION OF GOODWILL, COVER, OR INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS. OUR AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) WILL NOT EXCEED $200.00. You acknowledge and agree that the limitations of liability, disclaimer of warranties, and any exclusion of damages included herein represent an allocation of risk between the parties (including the risk that a remedy may fail of its essential purpose).
8. General Legal Terms
8.1 These Terms, and Your relationship with DeGirum under the Terms shall be governed by the laws of the State of California without regard to its conflict or choice of law rules, laws, and provisions. You consent to exclusive jurisdiction and venue in the state or federal courts located in Santa Clara County, California or the Federal Courts in the District of Northern California (San Francisco) (if applicable) to resolve any Dispute.
8.2 These Terms constitute the whole legal agreement between You and DeGirum related to the use of the Services, Website and Content, and supersede all prior or contemporaneous representations, agreements or understandings (written or verbal) relating to the subject matter hereof. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
8.3 You acknowledge that any breach, threatened or actual, may cause irreparable injury to DeGirum for which there may not be an adequate remedy at law. Therefore, upon any such breach or threat thereof, DeGirum shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it, without the requirement of posting a bond.
8.4 This Agreement does not create or imply any agency, partnership, or franchise relationship. This Agreement is intended for the benefit of the parties and not any third-party.