Effective Date: October 18, 2018

Voxel51, INC (“Voxel51”, “our”, “us”, or “we”) is Delaware Corporation that provides robust and customized computer vision and machine learning capabilities to enable advanced analytics that enhance societal welfare in a variety of business sectors.

Voxel51 owns and operates the voxel51.com domain and associated subdomains to provide websites, associated online and/or mobile services, APIs, documentation, platforms, features, software, updates, and content (collectively “Services”), Voxel51 has adopted this Terms of Service Agreement (“Agreement”) to inform you (“User(s)”) of your rights and duties when using the Services. If you do not agree with the terms and conditions of this Agreement, you are expressly prohibited from accessing or using the Services and must discontinue your use immediately.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. VOXEL51 MAY, FROM TIME TO TIME, AND RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO MODIFY, LIMIT, CHANGE, DISCONTINUE, OR REPLACE THE SERVICES OR THIS AGREEMENT.

IN THE EVENT VOXEL51 MODIFIES, LIMITS, CHANGES, OR REPLACES THE SERVICES OR THIS AGREEMENT, WE WILL BRING IT TO YOUR ATTENTION BY PLACING A NOTICE ON A VOXEL51.COM WEBSITE, BY SENDING YOU AN EMAIL, AND/OR BY SOME OTHER MEANS. IF YOU DON’T AGREE WITH THE UPDATED TERMS, YOU ARE FREE TO REJECT THEM, BUT YOU WILL THEN NO LONGER BE ABLE TO USE THE SERVICES. YOUR USE OF ANY OF THE SERVICES AFTER SAID MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT CONSTITUTES YOUR MANIFESTATION

Definitions

● “Data Protection Laws” means all data protection and privacy laws, rules, and regulations applicable to a party in the performance of its obligations under this Agreement, including, where applicable the General Data Protection Regulation (“GDPR”).

● “Derived Data” means data and information generated from the processing and analysis of the User Data through the Services.

● “Fees” means the applicable fees as set forth on the Order Form.

●“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

● “Fees” means the applicable fees as set forth on the Order Form.

● “Order Form” means the invoice or other forms from Voxel51 for the initial order for the Service, and any subsequent invoice, or other forms from Voxel51, specifying, among other things, the amount of User interaction with the Services, the number of Users, the amount of User Data processed using the Services, and the size and length of time that User Data is maintained and stored by the Services.

● “Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of relating to the Services that are not proprietary to Voxel51.

● “User Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from a user by or through the Services. For the avoidance of doubt, User Data includes Derived Data.

● “User Personal Data” means any User Data that is personal data, as defined by under the applicable Data Protection Laws

● “Voxel51’s Materials” means the Services and any and all other information, data, documents, materials, works, and other content, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical descriptions, plans, or reports, that are provided or used by Voxel51 in connection with the Services or otherwise comprise or relate to the Services. For the avoidance of doubt, Voxel51’s Materials do not include Derived Data or User Data.

Warranties and Representations

You warrant and agree that you have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions. You warrant that you are a human individual that is eighteen (18) years of age or older. If you are under eighteen (18) years of age but at least thirteen (13) years of age, you must present this Agreement to your parent or legal guardian for their review. You warrant that you are not prohibited from assenting to this Agreement by any preexisting Agreement.

You warrant and represent that any and all information that you provide to Voxel51 is accurate and valid. You agree to comply in good faith with the terms of this Agreement.

You will not use the Services in any way that violates the rights of third parties, and you agree to comply with any and all applicable local, national, state, provincial, and international laws, treaties, and regulations. Given the global nature of the Internet, you agree to comply with all laws and rules where you reside or where you use the Services. The Services are operated in the United States and Voxel51 makes no representation that its Services or corresponding products are appropriate, lawful, or available for use in other locations. You may not use the Services if you are a resident of a country embargoed by the United States, or a foreign person or entity blocked or denied by the United States government.

User Data and Derived Data

You may submit User Data to Voxel51, including, but not limited to video files in any commonly-used format (e.g. mp4, avi, mov, etc.), images in any commonly-used format (e.g. png, jpg, tiff, etc.), text, annotations, and spreadsheets. User Data may be uploaded directly to Voxel51’s cloud platform from your personal or company computers or you may provide Voxel51 with permission to access to your User Data that is stored in your private internet-enabled network or a third-party cloud storage solution. Voxel51 shall not be responsible for any costs associated with the upload, download, or other method of User Data transfer to Voxel51.

Upon obtaining access of your User Data, your User Data will be processed using the Services in order to provide you with the requested analytics. The processing of your User Data will result in the generation of Derived Data, which contain certain non-obvious information about the User Data, such as the location of objects, people, actions, activities, and other descriptions of the semantic content of the User Data. Voxel51 does not guarantee that the Derived Data will be error-free or completely accurate. As such, you acknowledge and agree that Voxel51 will be not be held liable for such errors and/or inaccuracies in the Derived Data.

You have and retain sole ownership rights to all of your User Data and all of your Derived Data. As a result, you may upload, modify, and download your User Data and your Derived Data from Voxel51’s platform at your discretion. However, the storage and maintenance of User Data by Voxel51 will involve associated Fees, as further described in the Payment and Account Termination section below.

You have and will retain sole responsibility for: (a) all of your User Data and Derived Data, including the respective content and use; (b) all information and materials that you provide to Voxel51 in connection with the Services; (c) your technology infrastructure, including computers, software, databases, electronic systems, and networks; (d) your access to and use of the Services and Voxel51’s Materials directly or indirectly by or through your system, including all results obtained from, and all decisions and actions based on such access or use.

However, by submitting the User Data to Voxel51, you hereby grant Voxel51 a limited, irrevocable, worldwide, perpetual, non-exclusive, royalty free, and transferable license to use, access, display, perform and distribute your User Data and your Derived Data for the purpose of providing you the Services, improving our Services, conducting quality assurance, development, testing, and validation

You acknowledge and agree that you shall at all times be the data controller and Voxel51 shall be the data processor with respect to the processing of User Personal Data in connection with your use of the Services. Solely if, and to the extent that Voxel51 is processing personal data, as defined the General Data Protection Regulation (“GDPR”), that is contained in the User Data, then the terms of the data processing agreement available at the Voxel51 website shall apply to such processing and be incorporated into this Agreement.

As the data controller of User Personal Data, User represents and warrants to Voxel51 that its provision of personal data to Voxel51 and instructions for processing such personal data in connection with the Services shall comply with all Data Protection Laws. You also agree that the User Data you submit to Voxel51 will not contain third party copyrighted material, or material subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Voxel51 all of the license rights granted herein.

In accordance with applicable Data Protection Laws, Voxel51 shall take all commercially reasonable measures to protect the security and confidentiality of User Personal Data against any accidental or illicit alteration, destruction, or unauthorized access or disclosure to third parties.

Voxel51’s Rights in the Services and Intellectual Property Rights

Except for your User Data and your Derived Data, you acknowledge and agree that all right, title, and interest in and to Voxel51’s Materials, including all Intellectual Property Rights therein, are and will remain with Voxel51 and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Specifically, all Voxel51 marks are the property of Voxel51, including, but not limited to VOXEL51 and all Voxel51 logos. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license, right, or authorization with respect to any of Voxel51’s Materials. All other rights in and to Voxel51’s Materials are expressly reserved by Voxel51.

Absent prior written permission from Voxel51, you are not permitted to reproduce, prepare derivative works, distribute copies, perform, display, or use for commercial purposes Voxel51’s Materials or any domains/subdomains owned or controlled by Voxel51.

Use of Services & Account Registration

To use the Services, you must register a free account and create a user profile. Users can obtain accounts to use some of the Services by requesting an invitation from a voxel51.com website. Users will then be prompted to provide Voxel51 with the required information, which may include data, such as name, email address, company/personal website, phone number, recovery email address, password, and payment information. Please see our Privacy Policy, which is incorporated into this Agreement by reference, regarding the collection and use of this and other information about you. Voxel51 does not endorse you or discriminate based upon any information provided by you or made available for population on your account.

We maintain different types of accounts for different types of users. You may never use another user’s account without permission. You have a duty to ensure that the information provided through your account is truthful, current, complete, and accurate. Users understand and agree that they have an ongoing duty to update and keep current the information provided through their account if and when that information changes. Users are expressly prohibited from creating an account that impersonates another person or entity, contains offensive or obscene language, or otherwise violates the rights of a third party. Users expressly agree that they will not use their account to interfere with or disrupt a third party’s enjoyment and use of the Services. Voxel51 reserves the right to restrict access to, monitor, suspend, disable, or delete accounts at any time, in its sole discretion, and without prior warning.

Users agree to keep their account secure from unauthorized access. Users should not reveal their password to others. Users agree that they alone are responsible for their account. Users accept full responsibility for any and all use of their account, whether authorized or unauthorized. Users must notify Voxel51 immediately of any breach of security or unauthorized use of their account. Users agree to hold harmless and indemnify Voxel51 and to pay any associated Fees for any damages that arise out of or in relationship to the use of their account.

Your use of any Third-Party Materials shall be governed solely by the terms and conditions applicable to the respective third parties providing the Third-Party Materials, as agreed to between you and the third parties. Voxel51 is not responsible for any and disclaims all liability with respect to Third-Party Materials, including without limitation, the privacy practices, data security processes, or other policies related to the Third-Party Materials. You agree to waive any claim against Voxel51 with respect to the use of any Third-Party Materials in connection with the Services.

Payment and Account Termination

Users will pay Voxel51 the Fees plus all applicable taxes, duties, levies, or charges imposed by any governmental entity anywhere in the world in connection with their use of the Services in accordance with the payment terms set forth in the Order Form. Users shall be responsible for all taxes related to the Services and this Agreement, exclusive of taxes on Voxel51’s income. Except as otherwise indicated in the applicable Order Form, all fees and expenses shall be in U.S. dollars. Unpaid and due Fees may be subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses associated with collection, including reasonable attorneys’ fees.

Payment made to Voxel51 are processed internally via credit card, debit card, and bank account transfers. Payment is due to Voxel51 within thirty (30) days of receipt of invoice. If the method of payment is by credit card, User agrees to (i) keep User’s credit card information updated and (ii) authorize charging User’s credit card the Fees when due.

Voxel51 may change any terms and conditions regarding payment for the Services at any time. In the event Voxel51 modifies, limits, changes, or replaces the services or this agreement, we will bring it to your attention by placing a notice on a voxel51.com website, by sending you an email, and/or by some other means. Your continued use of the Services shall constitute acceptance of any changes made to this Agreement.

Users may terminate their account by using the Delete Account functionality on the voxel51.com console website or by emailing support@voxel51.com. If you cancel your account, Voxel51 is under no obligation to preserve your User Data or Derived Data for any length of time and will not be responsible for any loss of User Data or Derived Data. Voxel51 is under no obligation to provide you with the data associated with your account and/or user profile after cancellation of your account, except as otherwise provided in the Privacy Policy. Voxel51 recommends that you maintain your own backup of account and user profile data.

Use Restrictions

You expressly agree that you will not use the Services to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for a use outside of the customary and intended purposes of the Services. Voxel51 reserves the right to remove any user at any time without notice. Users shall not access or use the Services or Voxel51’s Materials beyond the scope of the authorization granted under this Section.

Specifically, users shall not, except as this Agreement expressly permits:

● copy, modify, or create derivative works or improvements of the Services, Third-Party Materials, or Voxel51’s Materials;

● rent, lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Voxel51’s Materials to any person on or in connection with the internet or any software as a service, cloud, or other technology or service;

● reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, Third-Party Materials, or Voxel51’s Materials, in whole or in part;

● bypass or breach any security device or protection used by the Services or Voxel51’s Materials;

● input, upload, transmit, or otherwise provide to or through the Services or Voxel51’s Materials, any information or materials that are harmful or injurious, or contain, transmit, or activate any software, hardware, or other technology, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to:

(a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any computer, software, firmware, hardware, system, or network; or

(b) prevent a user from accessing or using the Services or Voxel51’s Materials as intended by this Agreement.

● damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services or Voxel51’s provision of Services to any third party, in whole or in part; 

● remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Voxel51’s Materials, including any copy thereof;

● access or use the Services or Voxel51’s Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other rights of any third party, or that violates any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, or other requirement of any federal, state, local, or foreign government, or any court; or

● access or use the Services or Voxel51’s Materials for purposes of competitive analysis of the Services or Voxel51’s Materials, the development, provision, or use of a competing software service or product or any other purpose that is to Voxel51’s detriment or commercial disadvantage.

If you encounter content or witness behavior that you believe is inappropriate and violates this Agreement, you may report it to Voxel51 by sending an email to support@voxel51.com.

Section 230 of Communications Decency Act

You acknowledge and agree that Voxel51 is an interactive computer service provider under Section 230 of the Communications Decency Act. Though Voxel51 may edit, remove, or control the content displayed through the Services, you agree that Voxel51 will not be considered an information content provider and will not be held liable for the republication of defamatory or tortious content created by third parties, whether through the Services or otherwise.

Third Party Links

You understand that the Services may contain links to third party websites, applications, or services that Voxel51 does not own or control. You agree that Voxel51 will not be held responsible or liable for the content of third party websites, applications, or services and that Voxel51’s inclusion of those websites, applications, or services within its Services does not constitute Voxel51’s endorsement of, recommendation of, or affiliation with any of those websites, applications, or services.

Term and Termination

This Agreement will remain in full force and effect so long as the Services are in operation. Voxel51 may terminate this Agreement without liability at any time, without notice, and for any reason, including but not limited to for your violation of a term or condition of this Agreement.

Disclaimer of Warranties

ALL SERVICES AND VOXEL51’S MATERIALS ARE PROVIDED “AS IS.” VOXEL51 DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, VOXEL51 MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR VOXEL51’S MATERIALS OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATIONS OR WARRANTY OF CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN USERS AND THIRD-PARTY OWNERS OF THE THIRD-PARTY MATERIALS.

Limitation of Liability

IN NO EVENT WILL VOXEL51 BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCT, USE, BUSINESS, REVENUE, OR PROFIT; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BEACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WHERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF VOXEL51 ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO VOXEL51 UNDER THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES. IF YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, YOU SHOULD SEEK LEGAL COUNSEL TO UNDERSTAND YOUR LEGAL RIGHTS UNDER THE LAW.

Indemnification

You agree to hold harmless, indemnify, and defend Voxel51, its officers, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, damages, rights, and actions of any kind, including, but not limited to, property damage, infringement, personal injury, and death, that either directly or indirectly arise out of or are related to your use of the Services or Voxel51’s Materials, your use or provision of any services or monetary contributions made through the Services, your violation of any term or condition of this Agreement, your violation of any applicable law, statute, ordinance, regulation, or treaty, whether local, state, national, or international, or your violation of the rights of a third party.

Your obligation to defend Voxel51 under the terms of this Agreement will not provide you with the right to control Voxel51’s defense, and Voxel51 reserves the right to control its defense and choose its counsel regardless of your contractual requirement to indemnify Voxel51.

No Assignment

You acknowledge and agree that you are prohibited from assigning, delegating, or transferring your rights and obligations under this Agreement, without Voxel51’s prior written consent. Voxel51 may assign its rights and obligations under this Agreement at any time and without consent.

Jurisdiction, Governing Law, and Resolution of Disputes

This Agreement will be interpreted, governed, construed, and enforce in accordance with the laws of the United States of America and the State of Michigan without giving effect to any conflicts of laws principles. The parties submit to and agree to personal jurisdiction in Michigan, with venue proper in Ann Arbor, Michigan.

YOU AND VOXEL51 AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR USE OF THE SERVICES, OR THE PURCHASE OF SERVICES FROM VOXEL51, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD IN ANN ARBOR, MICHIGAN AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR AND THE ARBITRATOR WILL DECIDE THE ARBITRATION PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF MICHIGAN AND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES. YOU AND VOXEL51 AGREE THAT THE SITUS OF THIS AGREEMENT IS IN THE STATE OF MICHIGAN. YOU AND VOXEL51 AGREE TO SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.

Severability

If any provision of this Agreement is found to be invalid or unenforceable for any reason whatsoever, the remaining provisions will remain valid and unimpaired and will continue in full force and effect.

Integration

Voxel51 hereby incorporates its Privacy Policy into this Agreement. This Agreement and its incorporated Privacy Policy constitutes the entire agreement between the parties with respect to the use of the Services and Voxel51’s Materials. You acknowledge and agree that any additional provisions that may appear in any communication from you will not bind Voxel51.

No Waiver

You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.

Child Online Privacy Protection Act

The Services are not directed to persons under the age of eighteen (18) and Voxel51 will not knowingly collect personally identifiable information from children under the age of eighteen (18). If Voxel51 inadvertently collects such personally identifiable information, Voxel51 will delete the personally identifiable information in accordance with its security protocols.

Limitation on Actions

VOXEL51 AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.

YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST VOXEL51 ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

Reservation of Rights

All rights not expressly granted herein are reserved to Voxel51.

Notice

Any notice required by this Agreement must be in writing, and must be either mailed or emailed to:

Voxel51, Inc.
330 E. Liberty St.
Ann Arbor, MI 48104