FDNA, Inc. provides technology that facilitates the detection of facial features and recognizable patterns from images (the “Technology”). Company may, using the Technology, provide you with certain research-related services, information and reports (collectively, the “Services”).
Use of the Services is at all times subject to the Terms and Conditions (the “Terms”). Please read these Terms carefully. You must accept these Terms prior to receiving any Services from the Company. By receiving any Services or otherwise using the Technology, you signify your consent to these Terms, including without limitation all terms herein regarding our collection, use and storage of Data (as defined below). If you do not agree to any of these Terms, please do not make any use of the Technology or Services.
- Use of Services. Subject to the terms and conditions hereof, you may use the Services solely for non-commercial research purposes. You may not use the Services for commercial purposes without first obtaining the written consent of the Company and executing a separate services and/or license agreement with Company. In order to use the Services, you will be required to provide the Company with certain data, content or other information (collectively, “Data”), which by way of example only, may include photographs of individuals, relevant clinical information, and genomic data, reasonably requested by Company for purposes of performing the Services. You are not required to provide any such Data, content or other information to Company, though the failure to provide it may result in the Company being unable to provide the Services.
- Restrictions. You shall not, and shall not allow any third party, to (a) use the Services to provide services to any third party, (b) disassemble, reverse engineer, attempt to find the underlying code of, or decompile any part of the Technology or Services; or (c) make any warranties or representation on behalf of the Technology or Services not set forth in these Terms. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform Company in writing in each instance prior to engaging in the activities set forth above.
- Intellectual Property. As between the parties, Company shall have all right, title and interest in the Technology and/or the Services and all patents, copyrights, trademarks, service marks and other intellectual property or proprietary rights (including, without limitation, applications relating thereto) in any inventions, techniques, ideas, suggestions, know-how or discoveries, whether or not patentable and any derivative of the same pertaining to the Technology and/or the Services. Except as expressly provided herein, nothing in these Terms or any other communication between the parties will be construed to confer any ownership interest, license or other rights upon you by implication, estoppel or otherwise as to the Technology and/or the Services. If you provide the Company with any feedback concerning the Services or Technology, Company shall be entitled to make all use of such feedback without any further obligation to you. Company may use any Data or feedback you provide to improve or enhance the Services and Technology, or suggest or provide additional services. Company shall have all right, title and interest in any such improvements, enhancements or additions to the Services or Technology.
- Payment. Use of the Services in accordance with these Terms is at no charge. You shall be responsible for any taxes or other government charges resulting from your use of the Services.
- Publications and Presentations. If you publish or present the results of any research performed (in whole or in part) using the Services, you shall provide appropriate credit to Company as mutually agreed between the parties. If requested by Company, such credit shall include an appropriate disclaimer of warranties by Company. You shall not provide, or shall remove, any such credit as requested by Company. You shall edit the description of the Services, Technology and reports provided by the Company as the Company shall reasonably request, provided that any such edits requested by the Company are accurate, lawful and do not undermine the scientific quality of your presentation or publication.
- No Warranty; Limitation of Liability. The Services and Technology are in developmental stages. As such, all Services (including any reports provided by the Company as part of the Services) are provided on an “As-Is” basis, and not for production or commercial use, and without warranty of any kind. Company expressly disclaims all implied or statutory warranties, including any warranties of merchantability, fitness for a particular purpose, title or non-infringement. Under no event shall Company have any liability for indirect, special, consequential or incidental damages resulting from or connected to these Terms or the use of the Services (including any damages in respect of lost data, lost profits or lost economic opportunities). Company’s aggregate liability in respect of this Agreement and the use of the Services shall be limited to amounts actually received by Company hereunder. As such, if Company has not received any amounts in respect of the use of the Services, Company shall have no liability hereunder. Company does not provide data-storage services, and shall have no responsibility for storing or retrieving any data or content that you may provide. You shall have the sole responsibility for the back-up and protection of any data. Company does not provide medical services. Use of the Services for providing medical services or diagnosis are at your own risk.
- Termination. This Agreement shall be in effect as of the date that you begin using the Services and will remain in effect until Termination. You may terminate this Agreement at any time, and Company may terminate this Agreement with 30 days’ prior written notice for any reason. Company may also terminate this Agreement at any time upon written notice if it has reason to believe that you are in breach of these Terms. Upon termination of these Terms you shall immediately cease all use the Services. Sections 2, 3, 4, 6, 7, 8 and 9 of these Terms shall survive the termination or expiration of these Terms for any reason.
- Miscellaneous. These Terms sets forth the entire agreement between the parties concerning the subject matter hereof. No waiver of any provision hereof shall be deemed a waiver of such provision in the future or with respect to other breach of these Terms. You shall not assign any rights or obligations under this Agreement; any attempted assignment shall be null and void and shall result in the termination of these Terms. Company may assign its rights hereunder. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give maximum effect to its terms as possible under applicable law and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect. This Agreement shall be governed by and interpreted under the laws of the State of Delaware, without regard to its conflict of laws’ provisions. The parties agree to the sole jurisdiction of the competent state or federal courts located in the State of Delaware in respect of any disputes concerning the interpretation or enforcement of this Agreement. This agreement may be executed in counterparts, which together shall constitute the full agreement.