Terms of Service Agreement

the below user license agreement is presented to the user at the time of first launch and must be agreed to to proceed a related but distinct agreement governs image sharing terms docid\ rapii6cmp68ooruzyyvlc if you actively choose to sharing images with dt docid 6yfcofsmxk4gawy6 wgdg (remember your images are never shared to dt unless you take specific action to do so, as outlined in that document) we are not a giant faceless corporation if you (or your lawyers) have some reasonable objection to any of the below please let us know so we can work with you to see if we can modify them dt nexus beta user license agreement this beta user license agreement (“agreement”) is entered into by and between digital transitions, inc (the “company”) and the user of the referenced software (the “user”) (each, a “party”, and collectively, the “parties”) by using the dt nexus beta software (the “software”), user hereby consents and agrees to be bound by the terms and restrictions herein license; permissions subject to the terms and conditions of this agreement, the company grants to user a limited, revocable, non exclusive, non sublicensable, non transferable, and non assignable right and license, during the trial period, to access and use the software, solely for and in connection with the permitted use by authorized users “permitted use” shall mean use and access of the software for the purpose of testing the software (specifically with respect to its functionality, processes, accuracy, consistency, and user experience) in connection with such permitted use, user agrees to provide any feedback, suggestions, and reports to the company in writing “authorized users” shall mean natural persons, whether employees, business partners, contractors, or other agents of user who are registered and approved by user to use the software in the ordinary course of user’s business operations user shall provide feedback, comments, and reports to the company via an approved reporting form to be provided by the company user grants to the company all right, title, and interest to the feedback, comments, and reports, including but not limited to the company’s right to use, access, share, disclose, and implement any changes to the software in response thereto restrictions user shall not, at any point (a) use the software (or allow any others to use the software, including authorized users), or allow access to it, in a manner that circumvents, undermines, or violates the permitted use, other usage restrictions conveyed by the company, or that exceeds user’s authorized use set forth in this agreement, including but not limited to for the purpose of developing, using, or providing a competing product or service or in any other manner to the company’s commercial disadvantage; (b) license, sublicense, sell, resell, rent, lease, transfer, distribute, share, or otherwise make any portion of the software available for access by third parties except to the extent permitted by this agreement; (c) reverse engineer, decode, decompile, disassemble, duplicate, copy, modify, adapt, translate, or otherwise attempt to derive source code or other trade secrets from or about any of the software or its technologies, unless and then only to the extent expressly permitted by applicable law, or otherwise attempt to create any derivative works or improvements to the software, except to the extent permitted by this agreement; (d) use the software in a way that (i) infringes, misappropriates, or otherwise violates the rights of any third party, including any intellectual property rights, or is reasonably anticipated to do so; or (ii) effects or facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material; (e) use the software to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs; or (f) bypass or breach any security measure or protection used in connection with the software reservation of rights the company reserves all rights not expressly granted to user in this agreement except for the limited rights and licenses expressly granted to user herein, nothing in this agreement grants, by implication, waiver, estoppel, or otherwise, to user or any third party any intellectual property rights or other right, title, or interest in or to the intellectual property rights, proprietary information, or confidential information of the company, including but not limited to the software term and termination this agreement shall commence on the date user downloads the software (the “effective date”) the agreement will terminate automatically without notice from the company upon the earlier of (a) the next commercial release of the software, (b) the termination of the software project under which you obtained the software, or (c) the termination of this agreement (the “trial period”) this agreement may be terminated by either party, at any time, upon written notice to the other party in the event of termination by either party, the company shall have no obligation to continue providing the software to user or any authorized users, and user (or any authorized users) shall have no further rights or permissions with respect to the software, include use of or access thereto within seven (7) days of your receipt of the company’s termination notice, or earlier if requested by company, you will return, cease all use of, and/or destroy the software and all other confidential information as provided in this section relationship of the parties; support the parties are independently contracting parties, and nothing contained throughout this agreement shall be construed as creating a partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties indemnification; sole remedy user agrees to defend, indemnify, and hold harmless the company, its affiliates, subsidiaries, parents, assignees, and successors, and all of their members, shareholders, officers, directors, managers, employees, agents, successors, assigns, and contractors from and against all claims, charges, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) (“claims”) arising out of or resulting from (a) user’s negligence, neglect, recklessness, fraud, or willful misconduct in connection with this agreement or the software; (b) any allegation that user has misappropriated or otherwise violated (or attempted to misappropriate or violate) any intellectual property rights of any third party; (c) any matter disclaimed by the company in this agreement; (d) user’s use and access of the software, including any permitted use; (e) user’s breach of this agreement; and (f) any matter or circumstance disclaimed by the company in this agreement disclaimers; force majeure the software is provided on an “as is” basis and the company makes no representations or warranties, express or implied, of any kind, including, but not limited to, those of performance, achieving specific results, reliability, suitability, merchantability, safety, accuracy, completeness, title, non infringement, fitness for a particular purpose, and all warranties arising from course of dealing, usage, or trade practice, regarding the software, or any other materials or information the company provides hereunder, including, without limitation, that the software are or will be error free, uninterrupted, compatible or work with other software, system, or other software, be secure, accurate, complete, free of harmful code, free of vulnerabilities or breach, or otherwise meet user’s requirements or business needs the company expressly disclaims any such representation or warranty, and further disclaims that the software is compatible with user’s current systems and process, that user will not suffer any damage or harm to property (including digitized content) in connection with the permitted use of the software, or that the software will meet or satisfy any expectations the company is not liable for any event or circumstance outside of the company’s control, that causes any delay, interruption, diminution of the software, or otherwise interferes with user’s access to or use of the software, including but not limited to data breaches, crashes, network or server outages, scheduled or unscheduled downtime or maintenance, or other failures neither party will make or pass on any representation or warranty on behalf of the other party to any third party, other than those expressly stated in this agreement the company further disclaims any and all liability arising out of user’s access to the software, including the security of user’s accounts and logins the company expressly disclaims liability for any damage, loss, injury, or defect caused by the software to the user’s equipment, software, or data the company reserves the right, at any time and in its sole discretion, to modify, discontinue, alter, or lessen the availability of, use of, or access to the software (or any component thereof), with or without notice, and expressly disclaims any and all liability resulting therefrom or related thereto user responsibilities user is solely responsible for, and liable for, all uses of and access to the software by anyone acting or purporting to act on its behalf, including but not limited to its authorized users, members, shareholders, officers, directors, managers, employees, agents, successors, assigns, and contractors any breach of this agreement by such individual shall be a breach of this agreement by user user shall obtain written confirmation from each authorized user that they are aware of this agreement’s provisions as applicable to such authorized user’s use of the software, and shall cause authorized users to comply with such provisions limitation of liability to the maximum extent permitted by law, in no event will the company be liable to user for any indirect, incidental, consequential, incidental, special, enhanced, or punitive damages (including, without limitation, increased costs, diminution in value or lost business, lost production, lost revenues, loss of goodwill or reputation, lost profits, use, inability to use, loss, interruption, delay, or recovery of any data, breach of data or system security, cost of replacement goods or software, or lost profits) arising out of or relating to this agreement or the software, regardless of whether the damages were foreseeable, the company was advised of the possibility of the damages, or the theory on which the claim is based (whether legal or equitable) user representations and warranties user represents and warrants that, at all times during the term of this agreement and access to the software, it (a) has the right and authority to enter into this agreement, perform hereunder, and is not under any pre existing obligation, agreement, contract, or promise that is inconsistent with this agreement; (b) will use the software in compliance with all applicable, laws, rules, and regulations, as well as all business related restrictions, uses, parameters, and instructions provided by the company, including but not limited to those set forth in this agreement; (c) can and will maintain complete and absolute compliance with all standards, requirements, obligations, and duties set forth in this agreement and will maintain adequate systems, programs, procedures, and practices in place that are approved by the company; (d) will notify the company immediately in the event of an actual or anticipated inability to maintain such compliance, including any changes to user’s programs, technologies, components, software, systems, equipment, materials, accessories, or platforms; and (e) will comply with all licensing agreements, restrictions on use, or similar provisions of any licensing, hardware, or software agreements used in connection with the software intellectual property rights; ownership user understands that all intellectual property rights, including rights to the software, as well as copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know how, and other confidential information, trade dress, trade names, and logos, together with all of the goodwill associated therewith, and all other rights in and to all documents, materials, components, codes, and the like delivered by the company to user under this agreement (the “intellectual property”), shall be the sole and exclusive property of the company intellectual property also includes artificial intelligence models for cropping and similar purposes no transfer of any right, title, interest, or ownership of any intellectual property to user will occur under this agreement user acknowledges and agrees that it has no right, title, interest, or claim to any proprietary rights in and to the intellectual property user retains its original ownership, right, title, and control to and of all digitized content used in connection with the permitted use confidentiality “confidential information” means all non public, confidential, proprietary, or otherwise sensitive information, disclosed before, on, or after the effective date, by the company to user, its affiliates, or to any of their members, employees, officers, directors, partners, shareholders, agents, attorneys, accountants, or advisors, whether disclosed orally, in writing, electronically, or some other form or media, and whether or not marked, designated, or otherwise identified as “confidential”, including, without limitation the software (including its results, user experience, and specifications), as well as the company’s inventions, ideas, methods, improvements, discoveries, technology, codes, source codes, object codes, databases, intellectual property, trade secrets, know how, business operations, plans, strategies, and related documentation these categories are not exhaustive and confidential information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used user agrees that user’s disclosure of the software, or any other confidential information, to any third parties not otherwise authorized to access the software may cause substantial competitive harm and other injury to the company user agrees to hold all such confidential information in the strictest confidence and, except to the extent necessary to access the software, will not disclose (or cause to be disclosed) any such confidential information to any other persons user will use all information gathered in the course of accessing the software solely for the purpose for which it was provided, specifically the permitted use, and will, upon termination of this agreement, and at any time upon request by the company, return to the company all documents and confidential information obtained in the course of accessing the software confidential information will not include information that (i) is already generally available to the public other than as a result of a disclosure by user in violation of this agreement; (ii) was already in user’s possession or known before disclosure by user from an independent source that is not prohibited by a contractual, legal, or fiduciary obligation to maintain confidentiality; or (iii) is independently developed by user without use of any confidential information and without breach of this agreement nothing contained herein shall be construed to prohibit user from complying with a legal mandate or order to disclose any such confidential information in such event, user shall provide prompt written notice to the company before any disclosure is made if disclosure is required, it shall be limited to only those portions of confidential information that is legally required to be disclosed non exclusivity this agreement shall be non exclusive and nothing herein prohibits the company from providing the software to other persons or entities, including during the trial period or at any other time thereafter public announcements user may not issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this agreement, or the software, unless expressly permitted by the company, or otherwise use the company’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association or sponsorship, in each case, without the prior written consent of the company assurances user agrees to make all assignments to the company necessary to effectuate and accomplish the company’s ownership in and to all intellectual property, including but not limited to, the company’s ownership of the software, and will further execute and deliver any further legal instruments to effectuate, evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights specified to be so owned or assigned pursuant to this agreement entire agreement this agreement, as may be amended or supplemented, constitutes the sole and entire agreement of the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, letters of intent, term sheets, memoranda, representations, and warranties, both written and oral, with respect to such subject matter amendment and waiver the company reserves the right to modify the terms or conditions of this agreement, or any policy, guideline, or practice related to the software, at any time, without notice, and in its sole discretion any amendments or changes to the terms of this agreement will be effective immediately, unless otherwise stated by the company, and will be made available to user survival in the event of termination by either party and for any reason, the following terms of this agreement will survive section 2, section 3, section 5, section 6, section 7, section 9, section 11, section 12, section 14 and section 23, as well as any section which, by their own terms, require survival in the event of termination of this agreement severability the terms and provisions of this agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions herein headings the headings in this agreement are for convenience only and form no part of this agreement and shall not affect its interpretation counterparts this agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument assignment this agreement may not be assigned by the user without the company’s express, written consent the company may assign this agreement to any other person, corporation, or entity without user’s permission prohibited uses unauthorized use of services you agree not to use the services for any purposes other than those expressly permitted by these terms prohibited uses include, but are not limited to copying, modifying, distributing, displaying, performing, or otherwise using the services in any way for any public or commercial purpose without our prior written consent using the services to create a competing product or service, or for any purpose that is to our detriment or commercial disadvantage data harvesting and training you agree not to use the services to collect, harvest, or scrape any content or data for the purpose of creating a dataset or training a machine learning model or artificial intelligence system that is intended to compete with our services you specifically agree not to use any automated tools, bots, or scripts to access, extract, or use content from the services for the purposes of developing or enhancing any product or service that competes with our services reverse engineering you agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or trade secrets underlying the services, except to the extent such activity is expressly permitted by applicable law notwithstanding this limitation monitoring and enforcement we reserve the right to monitor your use of the services to ensure compliance with these terms we may suspend or terminate your access to the services if we believe, in our sole discretion, that you have violated these terms legal action we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress, in response to any unauthorized use of the services arbitration; choice of law; waiver of jury trial; attorneys’ fees this agreement is deemed to have been executed and delivered in the state of new york and will be governed by the laws of the state of new york (without regard to its conflicts of laws provisions) except as set forth herein, the parties waive all rights to have their claims or defenses arising under this agreement heard or decided by a judge, jury, or in a court trial, regardless of the basis of the claims or theories thereof any dispute, controversy, or claim arising out of or related to this agreement or the software shall be submitted to and decided by binding arbitration arbitration shall be administered exclusively by one (1) arbitrator in the state of new york operating under jams pursuant to its rules then in effect the arbitration shall be conducted in the state of new york notwithstanding the foregoing, nothing contained herein shall prohibit any party from seeking an injunction or emergency relief in a court of competent jurisdiction (including, but not limited to, for the purposes of enforcing this agreement) the parties further agree that the federal or state courts located in new york county, new york shall have sole and exclusive jurisdiction for such injunction or application for emergency relief in the event that either party is successful in obtaining any temporary or permanent relief against the other party, it shall be entitled to reimbursement of its costs and expenses incurred in connection with such efforts (including, but not limited to, reasonable attorneys’ fees) by using the software, user hereby consents and agrees to be bound by the terms and restrictions herein