Thank you for your interest in using the AI for Autonomous Supply Chains Cloud and Mobile services (the "Services") operated by DeepVu ("DeepVu") and offered through the website located at https://deepvu.co and http://Production.deepvu.co etc (the "Sites") and certain websites operated by our partners (the "Partner Sites"). These Terms of Service ("Terms") govern your use of the Services and the Site (collectively, the "DeepVu Services"). Please read these Terms carefully. By using the DeepVu Services, you are stating that you have read and understand, and agree to be bound by, these Terms. If you do not agree to these Terms, you are not permitted to use the DeepVu Services.
“Authorized User” means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.
“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
“Documentation” means Provider’s user manuals, handbooks, and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form, and including end user documentation relating to the Services available at http://deepvu.co, as any of the foregoing may be updated or modified by Provider from time to time.
“Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
“Provider IP” means the Services, the underlying software implementation, Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
“Services” means the software-as-a-service offering described in the Statement of Work agreed with your account manager.
(a)General. Customer is responsible and liable for uses of the Services and Documentation that are in violation of this Agreement. Customer is responsible for any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
(b)Customer Warranties. Customer represents and warrants that: (a) it has full authority to enter into this Agreement; (b) it can and shall comply with all applicable laws in exercising its rights and performing its obligations hereunder; (b) it shall not perform or fail to perform any act that would intentionally place Provider in violation of any applicable law; (c) it has obtained and shall maintain all rights, approvals and consents necessary to exercise its rights and perform its obligations hereunder.
DeepVu does not claim ownership of any information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials you submit for display or distribution to others through the DeepVu Services (collectively, "User Submissions"). As between DeepVu and you, you own all rights to your User Submissions. However, you grant to DeepVu an irrevocable, perpetual, non-exclusive, fully-paid, worldwide, to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submissions (in whole or in part) in any format or medium now known or later developed. DeepVu reserves the right to display advertisements in connection with User Submissions and to use User Submissions for advertising and promotional purposes. DeepVu does not pre-screen User Submissions and you agree that you are solely responsible for all of your User Submissions. DeepVu is not required to host, display, or distribute any User Submissions, and may remove at any time or refuse any User Submissions. DeepVu is not responsible for any loss, theft or damage of any kind to any User Submissions. You represent and warrant that your User Submissions and DeepVu's authorized use thereof do not and will not infringe the rights of any third party (including, without limitation, intellectual property rights, rights of privacy or publicity, or any other legal or moral rights).
If you choose to provide technical, business or other feedback to DeepVu concerning the DeepVu Services or any DeepVu products or services (collectively, "Feedback"), DeepVu will be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights or licensing obligations. You understand and agree that the incorporation by DeepVu of Feedback into any of its products or services does not grant you any proprietary rights therein.
DeepVu respects the intellectual property rights of others. Accordingly, DeepVu has a policy of removing User Submissions that violate copyright law, suspending access to the DeepVu Services (or any portion thereof) to any user who uses the DeepVu Services in violation of copyright law, and/or terminating in appropriate circumstances the account of any user who uses the DeepVu Services in violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, DeepVu has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright is being infringed by a user of the DeepVu Services, please provide written notice to the following DeepVu agent for notice of claims of copyright infringement.
Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow DeepVu to locate that material; (d) contain adequate information by which DeepVu can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner's agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Please do not send notices or inquiries unrelated to alleged copyright infringement to DeepVu's designated agent.
DeepVu may terminate your DeepVu Services membership or suspend your access to all or part of the DeepVu Services, without notice, if you violate these Terms or you engage in any conduct that DeepVu, in its sole and absolute discretion, believes is in violation of any applicable law or regulation or is otherwise harmful to the interests of DeepVu, any other DeepVu Services user, or any third party.
DeepVu may, in its sole and absolute discretion, change these Terms from time to time. DeepVu will post notice of such changes on the Site and will also notify customers via email. If you object to any such changes, your sole recourse will be to cease using the DeepVu Services. Continued use of the DeepVu Services following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
DeepVu reserves the right at any time to charge fees for access to new DeepVu Services content or services or to portions of the existing DeepVu Services content or services or to the DeepVu Services as a whole. In no event will you be charged for access to any DeepVu Services content or service, or to the DeepVu Services as a whole, unless DeepVu obtains your prior agreement to pay such fees. If you do not consent to the payment of such fees, however, you may not have access to paid content or services. Details regarding the services you will receive in exchange for the payment of fees, as well as any payment terms and conditions that apply, will be disclosed to you prior to your agreement to pay such fees. All such terms will be deemed to be a part of (and are hereby incorporated by reference into) these Terms.
You are responsible for maintaining the confidentiality of your DeepVu Services password, and you are solely responsible for all activities that occur under your password. You agree to immediately notify DeepVu of any unauthorized use of your password or any other breach of security related to the DeepVu Services. DeepVu reserves the right to require you to alter your password if DeepVu believes that your password is no longer secure. You agree that you will be solely responsible for any loss or damage you suffer as a result of your failure to adequately safeguard your password.
DeepVu's integration with, or provision of a link to, any other website or Internet resource (including the Partners Sites) is for your convenience only and does not signify DeepVu's endorsement of such other website or resource or its contents. You agree that DeepVu will have no responsibility or liability for any information, software, or other materials found at any other website or Internet resource. While DeepVu's models are enriched by external signals found on these other Partner Sites, such as weather data and gasoline and commodity prices sites, DeepVu is not responsible for the accuracy or timeliness of their data. In addition, you acknowledge that additional terms on the Partner Sites may apply to you.
YOU EXPRESSLY AGREE THAT USE OF THE DeepVu NETWORK IS AT YOUR SOLE RISK. THE DeepVu NETWORK IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DeepVu EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DeepVu NETWORK (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT). DeepVu MAKES NO WARRANTY THAT THE DeepVu NETWORK WILL MEET YOUR REQUIREMENTS, OR THAT THE DeepVu NETWORK WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. YOU ACKNOWLEDGE THAT ACCESS TO DATA (INCLUDING, BUT NOT LIMITED TO, DOCUMENTS, PHOTOGRAPHS, VIDEOS, TAGS AND SOFTWARE FILES) STORED BY YOU OR OTHERS ON THE DeepVu NETWORK IS NOT GUARANTEED AND THAT DeepVu WILL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS OF DATA CAUSED BY THE DeepVu NETWORK OR ITS UNAVAILABILITY. DeepVu MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DeepVu NETWORK, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE DeepVu NETWORK, OR THAT DEFECTS IN THE DeepVu NETWORK WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE DeepVu NETWORK IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DeepVu OR THROUGH THE DeepVu NETWORK WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL DeepVu OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT'S) USE OF THE DeepVu NETWORK AND (B) ONE HUNDRED DOLLARS ($100.00) RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT'S) USE OF THE DeepVu NETWORK.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that DeepVu may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of DeepVu's liability will be the minimum permitted under such applicable law.
You agree to indemnify, defend, and hold harmless DeepVu and its officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from your (or anyone using your account's) violation of these Terms. DeepVu reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with DeepVu's defense of such claim.
"DeepVu" and the DeepVu logo, and certain other of the names, logos, and materials displayed in the DeepVu Services, constitute trademarks, trade names, or service marks ("Marks") of DeepVu or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with DeepVu or those other entities.
Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP.
Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer only.
Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), such Feedback shall be owned by Provider and may be used by Provider to improve or enhance the Services.
The content on the DeepVu Services (the "Content"), including without limitation, video, text, tags, photos, and graphics, is protected under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by DeepVu or its licensors. Other than with respect to your own User Submissions: (a) the Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of DeepVu and its applicable licensors; and (b) you must abide by all copyright notices, information, or restrictions contained in or attached to any Content.
Entire Agreement. This Agreement, together with Exhibit A attached hereto and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the-laws of the State of California, USA without giving effect to any choice or conflict of law provision or rule that would require or permit the application of any other laws of any other jurisdiction. In the event of any dispute or controversy arising out of, or in connection with, this Agreement including without limitation any question regarding its existence, validity or termination, the Parties agree that they shall attempt to find an amicable solution to such dispute or controversy. If such dispute or controversy cannot be resolved amicably within thirty (30) days from the date on which a Party first notified the other Party in writing of the existence of such dispute or controversy, then the dispute or controversy shall be referred to and finally resolved by binding arbitration in the State of California under the rules thereof. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
Assignment. Each Party may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
Export Regulation. The Services utilize AI software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Both Parties shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Both Parties shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.
The Parties shall at all times be independent contractors with respect to each other in carrying out this Agreement, and nothing herein renders them partners, joint ventures, agents, or employer and employee. This Agreement is for the sole benefit of the Parties and their successors and permitted assigns, and there are no third party beneficiaries to this Agreement. The headings contained herein are for convenience only and shall not affect the interpretation of this Agreement. Any principle of construction or rule of law providing that an agreement shall be construed against the drafter in the event of any ambiguity in such agreement shall not apply to this Agreement.
These Terms, together with the terms of any end user license agreement to which you agree when downloading any software that DeepVu makes available through the DeepVu Services and any additional terms to which you agree when using particular elements of the DeepVu Services (e.g., terms relating to the payment of fees for certain DeepVu Services content or services), constitute the entire and exclusive and final statement of the agreement between you and DeepVu with respect to the subject matter hereof, and govern your use of the DeepVu Services, superseding any prior agreements or negotiations between you and DeepVu with respect to the subject matter hereof. These Terms and the relationship between you and DeepVu will be governed by the laws of the State of California as applied to agreements made, entered into, and performed entirely in California by California residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the DeepVu Services will be brought in the Federal or State courts located in San Francisco County, California, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of DeepVu to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of DeepVu and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the DeepVu Servicess or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms will remain in full force and effect notwithstanding any termination of your use of the DeepVu Services.
Effective date: March 25th, 2019
Last Updated: January 7th, 2022