TRIAL SUBSCRIPTION AND LICENSE AGREEMENT

                                   

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY TICKING THE “I agree to the Terms and Conditions and Privacy Policy.” AND THEN CLICKING THE “Sign Up” BUTTON YOU AGREE TO THESE TERMS AND CONDITIONS.

This Trial Subscription and License Agreement (the “Agreement”) is a legally binding contract between Sciro Research LLC (“Vendor”) and any individual or entity (“You”, “Your”) to participate in the free trial programme offered by the Vendor and use the Vendor’s System (as defined below). Vendor provides Efemarai - a tool for visualizing, inspecting and debugging machine learning code (the “System”). You agree that when you access or use the System, You will do so subject to this Agreement.

IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU”, “YOUR” SHALL REFER TO SUCH ENTITY. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SYSTEM.

This Agreement is effective as of the date You tick the “I agree to the Terms and Conditions and Privacy Policy.” checkbox and click the “Sign Up” button (the “Effective Date”).

1.  USE OF THE SYSTEM IN GENERAL.

1.2. System Subscription. During the Term (as defined in Section 9.1 below), You may access and use the System. You may reproduce and use Vendor's standard manual related to use of the System (the “Documentation”) solely as necessary to support use of the System.

1.3. System Revisions. Vendor may revise the features and functions of the System at any time.

2. THE SOFTWARE DEVELOPMENT KIT (SDK).

2.1. License. Vendor hereby grants You a nonexclusive license to install and use the SDK (as defined below) on your computer, solely as a component of the System, provided You comply with the restrictions set forth below in Section 2.2 (Restrictions on Software Rights). The license in the preceding sentence does not include use by any third party, and You shall not permit any such use. (The “SDK” means any of Vendor’s software packages hosted at https://pypi.efemarai.com. The SDK is a component of the System and is included in references thereto, except in this Article 2 and in any other provision that separately addresses the SDK.)

2.2. Restrictions on Software Rights. Copies of the SDK created or transferred pursuant to this Agreement are licensed, not sold, and You receive no title to or ownership of any copy or of the SDK itself. Furthermore, You receive no rights to the SDK other than those specifically granted in Section 2.1 above. Without limiting the generality of the foregoing, You shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the SDK; (b) use the SDK in any way forbidden by Section 4.1 below; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the SDK’s source code; (d) access or use the System, SDK or Documentation in order to (i) copy ideas, features, functions or graphics, (ii) develop competing products or services, or (iii) perform competitive analyses; or (g) remove, obscure or alter any proprietary notice related to the System.

3.  YOUR DATA AND PRIVACY.

3.1. Use of Your Data. You grant Vendor permission to store, access, process and otherwise use Your Data (as defined below) in order to provide Vendor’s products and/or services to You and to track and analyze Your use of the System. (“Your Data” means any data in electronic form input, generated or collected throughout Your usage of the System.)

3.2. Use of Your Machine Learning Assets. Machine Learning Assets (as defined below) shall not be transmitted over the network and shall be stored, accessed, processed or otherwise used only on the computer where the SDK is installed only as necessary to facilitate the System.  (“Machine Learning Asset” is any dataset, machine learning model, or source code You input into the System.)

3.3. Privacy Policy. Vendor may manage any of Your Data containing personally identifiable information as set forth in Vendor’s privacy policy, currently posted at https://efemarai.com/privacy-policy (the “Privacy Policy”). The Privacy Policy applies only to the System and does not apply to any third party website or service linked to the System or recommended or referred to through the System or by Vendor’s staff.                  

3.4. Risk of Exposure. You understand and agree that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, You assume such risks. Vendor offers no representation, warranty, or guarantee that Your Data will not be exposed or disclosed through errors or the actions of third parties.

3.5. Accuracy. Vendor has no responsibility or liability for the accuracy of any data, including without limitation Your Data, input to or transmitted through the System by You.

3.6.  Right to Retain. Vendor may retain Your Data even if You are no longer using the System.

3.7. Aggregate & Anonymized Data. Vendor may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, at its sole discretion. (“Aggregate Data” refers to Your Data with personally identifiable information removed.)

4. YOUR RESPONSIBILITIES & RESTRICTIONS.

4.1. Acceptable Use. You agree to comply with the Vendor’s acceptable use policy currently posted at https://efemarai.com/acceptable-use-policy (the “AUP”). In addition, You shall not: (a) provide System passwords or other log-in information to any third party; (b) share non-public System features with any third party; (c) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System; or (d) engage in web scraping or data scraping on or related to the System, including without limitation collection of information through any software that simulates human activity or any bot or web crawler. If Vendor suspects that You have violated the requirements of this Subsection 4.1, or for that matter any of the terms and conditions in this Agreement, Vendor may suspend Your access to the System without advanced notice, in addition to other remedies Vendor may have. Vendor is not obligated to take any action against You or any other System user or other third party for violating this Agreement, but Vendor is free to take any such action it sees fit.

4.2. Unauthorized Access. You agree to take reasonable steps to prevent unauthorized access to the System, including by protecting Your passwords and other log-in information. You shall notify Vendor immediately if You know of or suspect unauthorized use of the System or breach of its security.

4.3. Compliance with Laws. In using the System, You shall comply with all applicable laws, including laws governing the protection of personally identifiable information and other laws applicable to the protection of Your Data.

4.4. System Access. You are responsible and liable for: (a) Your use of the System, including unauthorized conduct and conduct that would violate the AUP or the requirements of this Agreement; and (b) any use of the System through Your account, passwords or tokens, whether authorized or not.

4.5. Communications from Vendor. You consent to receive email and/or text messages from Vendor in connection with Your use of the System. Standard text messaging charges required by Your mobile carrier will apply to text messages we send You.

5.  IP & FEEDBACK.

5.1. IP Rights in the System. Vendor retains all rights, title, and interest in and to the System, including without limitation the SDK and all other software used to provide the System and all graphics, user interfaces, logos, trademarks reproduced through the System. This Agreement does not grant You any intellectual property license or rights in or to the System or any of its components, except to the limited extent that this Agreement specifically sets forth Your license rights to the SDK or the Documentation. You recognize that the System and its components are protected by copyright and other laws.

5.2. Feedback. Vendor has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that You provide to Vendor, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Vendor’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting You. You hereby grant Vendor a perpetual, irrevocable right and license to exploit Feedback in any and every way. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Vendor’s products or services.)

6.  DISCLAIMERS.

6.1. Warranty Disclaimers. YOU AGREE THAT YOU ACCEPT THE SYSTEM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) VENDOR HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; (c) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT YOUR CONTENT WILL REMAIN PRIVATE OR SECURE; AND (d) VENDOR DISCLAIMS ANY REPRESENTATION OR WARRANTY CONCERNING PRODUCTS OR SERVICES PROVIDED BY OTHER USERS OF THE SYSTEM OR OTHER THIRD PARTIES.

6.2. Third Party Sites and Content. You understand that the System may contain or send You links to third party websites, applications or features not owned or controlled by Vendor (“Third Party Sites”), and that links to Third Party Sites may also appear to You through the System. YOU ACCESS THIRD PARTY SITES ENTIRELY AT YOUR OWN RISK, AND VENDOR WILL HAVE NO LIABILITY FOR YOUR USE OF OR ACCESS TO THIRD PARTY SITES AND/OR THIRD PARTY CONTENT.)

7.  INDEMNIFICATION. You agree to defend, indemnify, and hold harmless Vendor and the Vendor Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of, related to, or alleging: (a) You breach of any term or condition of this Agreement; (b) infringement of the intellectual property or other proprietary rights of a third party by You; (c) infringement or violation of third party intellectual property, privacy or publicity rights by data submitted to or transmitted through the System from Your account, including without limitation by Your Data; (d) claims that use of the System through Your account harasses, defames, or defrauds a third party, infringes or misappropriates copyright, trade secret, or other intellectual property rights, or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising; (e) any acts or omissions by You, Your employees, directors, officers, and agents either under this Agreement or outside its scope, including personal injury, death, or property damage to anyone or anything. Your obligations set forth in this Article 7 include retention and payment of attorneys and payment of court costs, as well as settlement at Your expense and payment of judgments. Vendor will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Vendor Associates” are Vendor’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)

8.  LIMITATION OF LIABILITY.

8.1. Dollar Cap. VENDOR SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE VENDOR’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000.00.

8.2. Excluded Damages. IN NO EVENT WILL VENDOR BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION,LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT.

8.3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 8 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF VENDOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 8, Vendor’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Vendor’s liability limits and other rights set forth in this Article 8 apply likewise to Vendor’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

9.   Term & Termination.

9.1. Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue for 30 days.

9.2. Termination for Cause. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party written notice thereof.

9.3. Effects of Termination. Upon termination of this Agreement, (a) the rights and access granted under this Agreement will be immediately revoked and Vendor may immediately deactivate Your free trial account; (b) You shall cease all use of the System and delete, destroy, or return all copies of the SDK in Your possession or control. The following provisions will survive termination of this Agreement: Articles 5 (IP & Feedback), 6 (Disclaimers), 7 (Indemnification), 8 (Limitation of Liability), and 10 (Miscellaneous); and any other provision of this Agreement that must survive to fulfill its essential purpose.

10. MISCELLANEOUS.

10.1. Independent Contractors. The parties are independent contractors. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.

10.2. Notices. Vendor may send notices to You by email at the email address provided by You, and such notices will be deemed received 24 hours after they are sent. You may send notices pursuant to this Agreement to Vendor by email to info@efemarai.com, and such notices will be deemed received 72 hours after they are sent.

10.3. Force Majeure. No delay, failure, or default, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.

10.4. Assignment & Successors. You may not assign this Agreement or any of Your rights or obligations under this Agreement without Vendor’s express written consent. Except to the extent forbidden in this Section 10.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

10.5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

10.6. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

10.7. Choice of Law & Jurisdiction. Both parties agree that the courts of the Republic of Bulgaria shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Parties agree that an interpretation and application of the provisions of following contract Bulgarian law is applicable.

10.8. Conflicts. In the event of any conflict between this Agreement and any Vendor policy posted online, including without limitation the AUP, Privacy Policy, the terms of this Agreement will govern.

10.9. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

10.10. Amendment. Vendor may amend this Agreement from time to time by posting an amended version at its website and sending You written notice thereof. Such amendment will be deemed accepted and become effective in 5 days after such notice (the “Proposed Amendment Date”) unless You first give Vendor written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions for 5 days following the Proposed Amendment Date (unless either You or Vendor first terminates this Agreement pursuant to Article 9, Term & Termination). Your continued use of the System following the effective date of an amendment will confirm Your consent to the Amendment. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 10.10, Vendor may revise the AUP, Privacy Policy at any time by posting a new version of either at Vendor’s website, and such new version will become effective on the date it is posted; provided if such amendment materially reduces Your rights or protections, notice and consent will be subject to the requirements above in this Section 10.10.