Application Terms of Service 

This Application Terms of Service (this “Agreement”) constitutes a legally binding contract between VIANAI SYSTEMS, INC. (“Company,” “we,” “us,” “our”) and you with respect to your use of our online platform application (the “App”). 

BY ACCESSING OR USING THE APP, YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, you will not be allowed to access or use the App. If you access or use the App on behalf of a company, principal, or other entity, you represent that you have authority to bind such entity and its affiliates to this Agreement and that it is fully binding on them. In such case, the term “you” will refer to such entity and its affiliates. If you do not have authority, you may not access or use the App. Be advised that this Agreement contains disclaimers of warranties and limitations on liability that may be applicable to you.

1. Use of the App

Before using the App, you will need to provide a username and password to create an account. We reserve the right to decline to provide the App to any person for any or no reason. If and when you register, you agree to provide accurate, current, and complete information as prompted (including your e-mail address). You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, we reserve the right to terminate this Agreement and your use of the App. By providing the Company with your e-mail address or other contact information, you consent to our use of this information to send you marketing and sales materials or notices related to our products and services, including any notices required by law. 

Also, when you register and upload your model data, you could be added to the App “leader board,” so your username or ID could be shown publicly.

You are solely responsible for the activity that occurs on your account. You must keep your account credentials (including username and password) secure at all times. You may not share your account with any third parties without the Company’s prior written consent unless such third party has separately entered an agreement with the Company permitting it to access your account. You must notify the Company immediately of any breach or suspected breach of security or unauthorized use of your account. The Company will not be liable for any losses caused by any unauthorized use of your account.

2. Rules Governing Your Use of the App

The App will provide you the ability to upload a model (“Your Model”) for processing by the App system. Your sole use of the App will be to test the processing of the model for evaluation purposes. You may not use the App, or assist or encourage any other party, to engage in any of the following prohibited activities:

• Copying, framing, or mirroring any part of the App;
• Permitting any third party to access the App; 
• Publishing, transmitting, distributing, or storing content, material, information, or data that:  (a) is illegal, obscene, defamatory, libelous, threatening, harassing, abusive, or hateful or that advocates violence or threatens the health of others; (b) is harmful to or interferes with the App or any third party’s networks, equipment, applications, demos, or websites (e.g., viruses, worms, Trojan horses, etc.); (c) infringes, dilutes, misappropriates, or otherwise violates any privacy, intellectual property, publicity, or other personal rights including, without limitation, copyrights, patents, trademarks, trade secrets, or other proprietary information (including unauthorized use of domain names); or (d) is fraudulent or contains false, deceptive, or misleading statements, claims, or representations;
• Attempting to disrupt, degrade, impair, or violate the integrity or security of the App;
• Using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the App in a manner that sends more request messages to the Company than a human can reasonably produce in the same period of time by using a conventional web browser;
• Taking any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; 
• Submitting to the App or to the Company any personally identifiable information, except as necessary for the establishment and operation of your account; 
• Submitting to the App or to the Company any information that may be protected under HIPPA (“HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented) or any other information that may be protected from disclosure by applicable law; 
• Bypassing the measures we may use to prevent or restrict access to the App, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the App or the content therein;
• Violating any applicable law, statute, ordinance, or regulation, or encouraging any conduct that could constitute a criminal offense or give rise to civil liability;
• Transmitting any trade secret or other material, non-public information about any person, company, or entity without the authorization to do so;
• Executing any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine, or display any packets used to communicate between the App’s servers or any data not intended for you.

Improper use of the App may result in termination of your access to and use of the App. You represent and warrant that you have the full right, power, and authority to enter into and perform this Agreement without the consent or approval of any third party.

3. Intellectual Property

• User Content. You expressly grant, and you represent and warrant that you have all rights necessary to grant, to the Company, a royalty-free, fully paid-up, sublicensable (through multiple tiers of sublicensees), transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, distribute, modify, reproduce, publicly display, publicly perform, and create derivative works of any information, data, materials, photographs, images, or content you provide to the Company in connection with Your Model (“User Content”) for the purposes of (a) providing the App, or (b) developing, maintaining, supporting, or improving the App. You agree that the Company may store User Content in order to provide the App, but will have no obligation to do so. The Company may aggregate User Content with other data and collect technical information and data about your use of the App. You agree that the Company may use any aggregated and anonymized data for any purpose during or after the term of this Agreement, including, without limitation, to develop and improve the App or other the Company services and products. Subject to the rights granted to the Company in this Agreement, as between you and the Company, you retain all right, title, and interest in and to your User Content.
• Feedback and Improvements. You may choose or we may invite you to submit comments, suggestions, feedback, or ideas about the App, including, without limitation, about how to improve the App or our products or services (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction. We are free to use the Feedback without any additional compensation to you, and to disclose the Feedback on a non-confidential basis or otherwise to anyone. The Company will be free to use, disclose, reproduce, license, distribute, modify, perform, display, and exploit the Feedback you provide, without any restriction of any kind on account of intellectual property rights or otherwise. 
• Proprietary Rights. Company hereby reserves all proprietary rights in the App (and any intellectual property and other rights relating thereto). 

4. No Use by Persons Under 18

You hereby affirm that you are over the age of 18. You further affirm that you are fully able and competent to enter into the terms, and conditions of this Agreement.

5. Term and Termination

This Agreement is effective from the date on which you first access the App, and shall remain effective until terminated in accordance with its terms. The Company may immediately terminate this Agreement, or your access to and use of the App, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. The Company may also terminate this Agreement immediately if you fail to comply with any term or provision of this Agreement. Upon termination of this Agreement by either party, you shall cease all use of the App. Upon termination or expiration of this Agreement for any reason, all of its terms other than Section 1 shall survive.

6. Disclaimers

THE APP IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE APP IS CURRENT AND/OR UP-TO-DATE ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

THERE IS NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT THE APP, OR YOUR USE OF THE APP, WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT THE APP, OR ANY INFORMATION, SOFTWARE, OR OTHER MATERIAL ACCESSIBLE FROM THE APP, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF, THE APP AND YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE APP, AND YOUR RELIANCE THEREON.

7. Limitation of Liability

NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER THE COMPANY NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE APP, AND/OR ANY LINKED WEBSITE, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. THE COMPANY’S MAXIMUM AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED TWENTY DOLLARS ($20).

8. Indemnification

You (and also any third party for whom you operate an account on the App) agree to fully indemnify, defend (at the Company’s request), and hold the Company, our licensors, suppliers, agents, successors, and assigns, and our and their directors, officers, employees, consultants, and other representatives (collectively, the “Company Parties”) harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), and other expenses that arise directly or indirectly out of or from:  (a) your actual or alleged breach of this Agreement; (b) any allegation that any User Content or other materials you submit to us or transmit to the App infringe, misappropriate, or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; (c) your activities in connection with the App or other websites to which the App is linked; (d) your negligence or willful misconduct; (e) your use of the results, content, data, or information provided via the App; (f) any service or product offered by you in connection with or related to your use of the App; and/or (g) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities.

9. Jurisdictional Issues

The Company makes no representation that the App operates (or is legally permitted to operate) in all geographic areas, or that the App is appropriate or available for use in other locations. Accessing the App from territories where the App or any content or functionality of the App or portion thereof is illegal is expressly prohibited. If you choose to access the App, you agree and acknowledge that you do so on your own initiative and at your own risk, and that you are solely responsible for compliance with all applicable laws. The App is operated from the United States. If you are located outside of the United States and choose to use the App or provide your User Content to us, your User Content will be transferred, processed, and stored in the United States. Your agreement to the terms of this Agreement followed by your submission of your User Content in connection with the App represents your agreement to this practice. If you do not want your User Content transferred to or processed or stored in the United States, you should not use the App.

10. Choice of Law and Forum

This Agreement and your relationship with the Company Parties shall be governed by, and construed and interpreted in accordance with, the laws of the State of California without regard to its conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. The parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts located in Santa Clara County, California and you consent to the exclusive jurisdiction of the federal or state courts located in Santa Clara County, California.

11. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the parties as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect. This is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. This Agreement may not be changed, waived, or modified except by a written instrument signed by the Company. If any employee of the Company offers to modify this Agreement, he or she is not acting as an agent for the Company or speaking on the Company’s behalf. You may not rely, and should not act in reliance on, any statement or communication from an employee of the Company or anyone else purporting to act on the Company’s behalf. This Agreement is between you and the Company; there are no third-party beneficiaries. You are responsible for compliance with all applicable laws and regulations, including, but not limited to, United States export and import regulations. You may not use the App if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement. Neither this Agreement nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sublicensable by you except with the Company’s prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. The Company may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion. 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. Except as explicitly stated otherwise, legal notices shall be served on the Company at legal@vian.ai (in the case of the Company) or to the e-mail address you have designated on your account (in your case). Notice to you shall be deemed given 24 hours after the e-mail is sent. Any heading, caption, or section title contained in this Agreement is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.