Welcome to the Terms of Service (these “Terms”) for the website (https://www.deeptrace.com), applications, services, tools and features (collectively, the “Services”) operated by or on behalf of Deeptrace Labs, Inc. (“Deeptrace”, “we” or “us”).
For purposes of these Terms, “you” and “your” means you as the user of the Services. These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
If you access the Services using credentials provided by a company or other entity that has a separate written agreement with Deeptrace (the “Enterprise Agreement”), you represent that you are authorized by such company or other entity (“Customer”) to use the Services. As between Deeptrace and Customer, the Enterprise Agreement governs. If you access the Services using credentials provided by a Customer, then to the extent of a conflict between the Enterprise Agreement and these Terms, the Enterprise Agreement shall govern.
1. Who May Use the Services
You must be 18 years of age or older and reside in the United States or any of its territories to use the Services. By using the Services, you represent and warrant that you meet these requirements.
2. User Accounts
To use certain of the Services, you need to create an account. You agree to provide accurate, complete and updated information for your Account. You can access, edit and update your Account via the Settings page on the web platform. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at founders@deeptrace.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed you, or we previously banned you from any of our Services, unless we provide written consent otherwise.
3. Location of Our Privacy Notice
Our Privacy Notice describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Notice located at www.deeptrace.com/privacy-policy.
4. Rights We Grant You
Right to Use Services
We hereby permit you to use the Services for personal use, or if using the Services on behalf of a Customer, for the Customer’s internal business purposes only, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Deeptrace, in its sole discretion, may elect to take.
Restrictions On Your Use of the Services
You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:
- download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, sell or offer for sale the Services or any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;
- duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
- use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
- use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
- access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
- attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
- circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
- use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
- introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
- submit, transmit, display, perform, post or store any content that is unlawful, defamatory, obscene, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, abusive, hateful, or cruel, or otherwise use the Services in a manner that is obscene, excessively violent, harassing, hateful, cruel, abusive, pornographic, inciting, organizing, promoting or facilitating violence or criminal activities;
- violate any applicable law or regulation in connection with your access to or use of the Services; or
- access or use the Services in any way not expressly permitted by these Terms.
Beta Offerings
From time to time, we may, in our sole discretion, include certain test or beta features or products in the Services (“Beta Offerings”) as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Offering is at your sole risk.
You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. If we provide you any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.
5. Ownership and Content
Ownership of the Services
The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that Deeptrace and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Your Content), including, without limitation, the exclusive right to create derivative works.
Ownership of Feedback
You hereby grant Deeptrace a royalty-free, worldwide, irrevocable, perpetual, sublicensable, transferable license to use or incorporate into the Services and other Deeptrace products and services any suggestions, ideas, enhancement requests, feedback, recommendations or other information (“Feedback”) provided by you related to the operation of the Services, without any compensation or attribution to you. For the avoidance of doubt, Deeptrace shall not be obliged to implement any such Feedback.
Your Content
In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services (“Your Content”). In order to operate the Service, we must obtain from you certain license rights in Your Content so that actions we take in operating the Service are not considered legal violations. Accordingly, by using the Service and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content but solely as required to be able to operate and provide the Services.
You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations.
As part of the foregoing license grant you agree that the other users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Services; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Services. To the fullest extent permitted by applicable law, Deeptrace reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content at any time, for any reason, and without notice.
By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
6. Third Party Services and Materials
Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that Deeptrace is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
7. Disclaimers, Limitations of Liability and Indemnification
Disclaimers
You understand and agree that the Services are provided to you on an “as is” and “as available” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Deeptrace, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Deeptrace Entities”) disclaim all warranties and conditions, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.
Without limiting the foregoing, the Deeptrace Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, your content and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the Deeptrace Entities or through the Services, will create any warranty or representation not expressly made herein.
The laws of certain jurisdictions, including the State of New Jersey, do not allow limitations on implied warranties or the exclusion or limitation of certain damages as set forth in Section 7.2 below. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.
The Deeptrace Entities take no responsibility and assume no liability for any content that you, another user, or a third party creates, uploads, posts, sends, receives, or stores on or through our Services.
Limitations of Liability
To the extent not prohibited by law, you agree that in no event will the Deeptrace Entities be liable for any indirect, special, exemplary, incidental, consequential or punitive damages (including, but not limited to, procurement of substitute goods or services, loss of use, data or profits, business interruption or any other damages or losses, arising out of or related to your use or inability to use the Services), however caused and under any theory of liability, whether under these Terms or otherwise arising in any way in connection with the Services or these Terms and whether in contract, strict liability or tort (including negligence or otherwise) even if the Deeptrace Entities have been advised of the possibility of such damage. The Deeptrace Entities’ total liability to you for any damages finally awarded shall not exceed the greater of one hundred dollars ($100.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
Indemnification
By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Deeptrace Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Deeptrace Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) Your Content, or (e) your negligence or willful misconduct.
If you are obligated to indemnify any Deeptrace Entity hereunder, then you agree that Deeptrace (or, at its discretion, the applicable Deeptrace Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Deeptrace wishes to settle, and if so, on what terms, and you agree to fully cooperate with Deeptrace in the defense or settlement of such claim.
8. Additional Provisions
Updating These Terms
We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
Termination of License and Your Account
If you breach any of the provisions of these Terms, all licenses granted by Deeptrace will terminate automatically. Additionally, Deeptrace may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If Deeptrace deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, Deeptrace may, but is not obligated to, delete any of Your Content. Deeptrace shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Deeptrace or you. Termination will not limit any of Deeptrace’s other rights or remedies at law or in equity.
Governing Law; Venue
These Terms will be construed and enforced in all respects in accordance with the laws of the State of California, without reference to its choice of law rules. The courts located in the City and County of San Francisco, California shall have exclusive jurisdiction for all purposes regarding this Agreement.
Injunctive Relief
You agree that a breach of these Terms will cause irreparable injury to Deeptrace for which monetary damages would not be an adequate remedy and Deeptrace shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
California Residents
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
U.S. Government Restricted Rights
The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
Export Laws
You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by Deeptrace hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
Miscellaneous
These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and your use of the Services, and, other than any applicable Enterprise Agreement, supersede all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by Deeptrace but may not be assigned by you without the prior express written consent of Deeptrace. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.
How to Contact Us
You may contact us regarding the Services or these Terms at: 1550 Mission St, San Francisco, CA, 94103, by phone at (408)-887-7521, or by e-mail at founders@deeptrace.com.