Terms of Use Agreement

Last Updated March 11th, 2021

This Terms of Use Agreement (“Agreement”) governs the use of Cortex Labs’s software, solutions and services (“Services”) to deploy, manage, and scale machine learning models in production.

By using or accessing the Services, you indicate that you agree to the terms and conditions of this Agreement.

You will be referred to in this Agreement as either “you” or “Customer.” If you are entering into this Agreement on behalf of a company, organization or another legal entity, you are agreeing to this Agreement for that entity and representing that you have the authority to bind such entity to this Agreement, in which case the terms “Customer” or “you” will refer to such entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and must not use the Service.

Some software available through the Services may contain open source or third party software, which may have additional terms and restrictions regarding such software’s use.

In appropriate cases, Cortex Labs will enter into a written Enterprise Subscription Agreement with the Customer which will govern instead of this Agreement.

1. Access to Services

Customer is hereby granted a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services, subject to the terms and conditions of this Agreement. If Customer is an entity, Customer’s Affiliates may also access and use the Services provided that such Affiliates complies with the terms of this Agreement, and Customer remains responsible for such Affiliates’ acts and omissions in connection with this Agreement as if Customer had performed such acts and omissions itself. “Affiliate” means an entity which, directly or indirectly, controls, is controlled by, or is under common control with a party, where “control” means the power to direct the management or affairs of an entity, for example through the beneficial ownership of more than 50% or more of the voting equity securities or other equivalent voting interests of the entity.

Cortex Labs shall own and retain all right, title and interest in and to the Services and related software, all improvements, enhancements or modifications thereto, and all intellectual property rights associated with the foregoing. Except for the limited access rights expressly granted in this Section 2, Customer obtains no rights to Cortex Labs Services or intellectual property rights by implication, estoppel or otherwise.

2. Subscription Term and Termination

Please refer to the subscription term stated in your account admin panel. Your subscription term will automatically renew for successive periods of the same duration, unless terminated as permitted below.

For Free Usage Tier Customers, the Services may be terminated by either Cortex Labs or Customer, without cause, immediately upon notice.

For Paid Plan Customers, Customer may terminate the Services at any time via Customer’s admin panel or via notice sent to Cortex Labs’s support addresses. As discussed below, fees paid for the subscription term are not refundable in case of early termination. Please note that any termination via the Customer’s admin panel must be done at least one (1) day prior to the end of the then-current subscription term to avoid charges for the renewal term, and any termination not completed via the Customer’s admin panel must be done by written notice at least ten (10) days prior to the end of the then-current subscription term to avoid charges for the renewal term.

For Paid Plan Customers, Cortex Labs may terminate the subscription term immediately upon notice if the Customer fails to comply with any of the terms of this Agreement or the Terms of Use Agreement. Cortex Labs will not terminate a Paid Plan Customer for convenience during the subscription term.

3. Fees; No Refunds

Customer shall pay the fees applicable to the Paid Plan that Customer selected at the time of initial sign-up. Customer may opt to upgrade or downgrade to any other Paid Plan that Cortex Labs is currently offering at any time during Customer’s subscription term; provided that a downgrade will be not be effective until the renewal of subscription term. If a Customer’s use exceeds the Services capacity applicable to the Customer’s selected Paid Plan, Customer will incur and agrees to pay additional fees that reflect actual usage, as such fees are described in the terms of the selected Paid Plan. For Free Usage Tier Customers, if use exceeds the Services capacity applicable to the Free Usage Tier, Customer will incur and agrees to pay additional fees that reflect actual usage, as such fees are described in the terms of the Free Usage Tier description.

All fees are non-cancelable and non-refundable, including in case of Customer’s termination of the subscription term. Customer pays in advance total fees for the subscription term, and in advance at renewal for any renewal term. No refunds will be provided for the unused portion of the subscription term or renewal term in case of termination. Following any termination, however, Customer will continue to have access to the Paid Plan Services through the end of Customer’s then-current subscription term.

Cortex Labs reserves the right to change the fees or to institute new charges or to otherwise change the terms and conditions applicable to the Paid Plans; provided, however, that any such changes will apply only (a) to new Services procured after the changes; and (b) to continuing Services for any renewal term(s) starting after notice of such changes was provided or such earlier time as Customer affirmatively accepts the modified terms.

Customer is responsible for all sales, use, value added and similar taxes of any nature associated with Services other than U.S. taxes based on Cortex Labs’s income.

4. Free Usage Tier

Cortex Labs’s Free Usage Tier is made available by Cortex Labs to allow users to experience Cortex Labs’s Services, but the Free Usage Tier is offered at Cortex Labs’s sole discretion. Cortex Labs reserves the right to change the terms and conditions applicable to the Free Usage Tier, or to discontinue it.

5. Customer Data

Customer shall own all right, title and interest in and to all information provided by Customer in connection with Services (“Customer Data”). Cortex Labs may use, distribute and disclose Customer Data in order to provide the Services to Customer. Cortex Labs shall have the right to use and analyze Customer Data to administer, improve, customize, enhance and develop its products and services, including the Services. Customer acknowledges that Cortex Labs may share Customer Data if the disclosure is necessary to comply with a valid court order or subpoena.

Cortex Labs shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems. Cortex Labs will use such data to administer, improve and develop its products and services, including the Services; and Cortex Labs may share aggregated information and non-identifying information with third parties.

6. Warranty Disclaimer

THE SERVICES ARE MADE AVAILABLE TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CORTEX LABS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CORTEX LABS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES CORTEX LABS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. CORTEX LABS HAS NO OBLIGATION TO MONITOR, CONTROL, OR VET USER CONTENT OR DATA, AND CORTEX LABS MAKES NO CLAIMS OR WARRANTIES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SERVICES, ITS SAFETY OR SECURITY, OR THE CONTENT, OR THE SERVICE’S INTEROPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND CUSTOMER MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

7. Indemnity

Customer shall indemnify, defend and hold harmless Cortex Labs and its officers, directors and employees, from and against all third party claims, losses, damages, costs and liabilities, including reasonable attorneys’ fees, arising out of or relating to Customer’s use of the Services, Customer’s Content, Customer’s Data or any products or services offered by Customer to a third party, or obtained by Customer from a third party, via the Services.

8. Limited Liability

CORTEX LABS’S AGGREGATE LIABILITY FOR ALL CLAIMS, LOSSES, LIABILITIES OR DAMAGES IN CONNECTION WITH THIS AGREEMENT, CUSTOMER’S ACCESS TO OR USE OF, OR CUSTOMER’S INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF THE THEORY OF LIABILITY, IS LIMITED TO NO MORE THAN THE LESSER OF (A) THE TOTAL FEES PAID BY CUSTOMER IN THE THEN-CURRENT MONTH OR (B) ONE HUNDRED DOLLARS (US $100).

IN ADDITION, CORTEX LABS WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR LOST PROFITS, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES.

9. Trade Sanctions and Export Control

Customer may not use the Services if Customer or any party that owns or controls Customer is subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. Customer may not use the Services to export or re-export any information or technology to any country, individual, or entity to which such export or re-export is restricted or prohibited.

10. Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of California without giving effect to conflict of law principles. Customer and Cortex Labs agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California for the purpose of litigating all disputes.

11. Policies

Customer shall use the Services only in compliance with the Terms of Use Agreement and Cortex Labs’s published policies then in effect including Cortex Labs’s Privacy Policy and all applicable laws and regulations. Although Cortex Labs has no obligation to monitor Customer’s use of the Services, Cortex Labs may do so and may prohibit any use of the Services it reasonably believes may be in violation of the foregoing.

12. General

This Terms of Use Agreement constitute the entire and exclusive agreement between Customer and Cortex Labs regarding use of and access to the Services. Customer may not assign this Agreement, in whole or in part, by operation of law or otherwise, without Cortex Labs’s prior written consent. Cortex Labs may assign this Agreement at any time without notice. The failure to require performance of any provision of this Agreement will not affect Cortex Labs’s right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. In the event that any part of this Terms of Use Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Neither Cortex Labs nor Customer will be in violation of the Agreement if a failure to perform any obligation (other than failure to pay) is due to an event beyond such party’s control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other similar events. Upon termination or expiration of this Agreement, any provision that by its nature or express terms should survive will survive such termination or expiration. Cortex Labs may use Customer’s name and logo in a sample list of customers presented on Cortex Labs’s website, unless Customer provides written notice instructing Cortex Labs otherwise.

13. Consent to Electronic Communications

By using the Services, Customer consents to receiving certain electronic communications from Cortex Labs including via the Service’s admin panel and agrees that any notices, agreements, disclosures, or other communications that Cortex Labs sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.

14. Use of Marks

Customer grants Cortex Labs the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on Cortex Labs’s website and in other public materials, subject to Customer’s standard trademark usage guidelines.

15. Contract Revisions

Cortex Labs may make modifications to this Agreement by providing written or electronic notice to Customer or via the Services and such modifications to this Agreement will be considered agreed to by the Customer and shall apply (a) to new Services procured after the modifications; and (b) to continuing Services for any renewal term(s) starting after notice of such modifications was provided, or such earlier time as Customer affirmatively accepts the modified terms.

16. Contact Information

You may contact us by emailing us at [email protected].