Last Updated: December 2, 2024

These Terms of Service ("Agreement" or "Terms") are entered into between InferScope, Inc., a Delaware corporation ("InferScope", "we", "us", or "our"), and the entity or individual using InferScope's Services (as defined below) and/or executing an Order Form with InferScope. By accessing or using our platform and related services, you agree to comply with these Terms. If you are accepting these Terms on behalf of a legal entity, you represent that you have the authority to bind that entity to this Agreement. IF YOU DO NOT HAVE SUCH AUTHORITY OR DISAGREE WITH THE TERMS, DO NOT USE THE SERVICES. YOU MAY NOT USE THE SERVICES IF YOU ARE UNDER THE AGE OF 18 OR ARE UNABLE TO ENTER INTO A BINDING AGREEMENT IN THE JURISDICTION WHERE YOU RESIDE.

1. Definitions

"Customer" refers to the individual or entity using the Services, whether under a paid or free subscription. "Customer Data" refers to any data submitted or generated by or on behalf of Customer through the use of the Services. "Free Access Subscriptions" refers to access to InferScope's Services provided without charge. "Order Form" refers to any document or online form that details the purchase of services from InferScope, which is incorporated into this Agreement. "Services" refers to the platform, tools, websites (including https://inferscope.tech and https://app.inferscope.tech), and any other products or services provided by InferScope under this Agreement. "User" means any employee, consultant, or agent of the Customer authorized to access the Services on behalf of the Customer.

2. Access to and Use of Services

2.1 Grant of Access

"Customer" refers to the individual or entity using the Services, whether under a paid or free subscription. Subject to the terms of this Agreement and timely payment of applicable fees, InferScope grants Customer, and each User, if applicable, a non-exclusive, non-transferable right to access and use the Services during the Subscription Term (as defined below), solely for Customer's internal business purposes and in accordance with the applicable Order Form.

2.2 User Access

"Customer" refers to the individual or entity using the Services, whether under a paid or free subscription. Only authorized Users may access the Services. Customer is responsible for ensuring that all Users comply with these Terms and maintain the confidentiality of login credentials. Customer is liable for all actions performed under Customer's account or the account of any User.

2.3 License Restrictions

Customer agrees, and agrees to cause all Users, not to:
• (a) Decompile, reverse-engineer, or otherwise attempt to discover the source code of the Services;
• (b) Sublicense or resell the Services;
• (c) Use the Services to build a competing product;
• (d) Transmit malicious code through the Services;
• (e) Exceed the usage limits defined in the Order Form.

2.4 Beta and Free Access Subscriptions

InferScope may offer Beta versions of the Services or Free Access Subscriptions. These offerings are provided "as is" without warranties, and InferScope may discontinue or modify them at any time without notice.

2.5 Acceptable Use

Customer may not, and agrees not to and to cause all Users not to, use the Services to:
• (a) violate any applicable law or regulation;
• (b) communicate any message or material that is harassing, libelous, threatening, obscene, indecent, that would violate the intellectual property rights of any party, or that is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages any criminal offense, under any applicable law or regulation; or
• (c) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a terrorist organization or subject to sanctions by the United States government.

2.6 Deletion of Conent

InferScope may delete from the Service any Customer Data which violates any provision of this Section 2.

3. Fees and Payment

3.1 Fees

Customer agrees to pay the fees specified in the applicable Order Form. Fees are non-cancelable and non-refundable except as expressly stated in this Agreement. Payments are due in U.S. dollars and must be made within the timeframe specified in the Order Form.

3.2 Late Payments

If Customer fails to make any payment by the due date, InferScope may charge interest at the rate of 1.5% per month or the highest rate allowed by law. InferScope may also suspend access to the Services until overdue amounts are paid in full.

3.3 Taxes

Customer is responsible for all taxes related to the purchase of Services, excluding taxes based on InferScope's net income.

4. Intellectual Property

4.1 Ownership

As between the parties, InferScope owns all rights, title, and interest in the Services, including any updates or modifications made thereto. No rights are granted to Customer other than those expressly outlined in this Agreement.

4.2 Customer Data

As between the parties, Customer owns and will retain ownership of all Customer Data. Customer hereby grants to InferScope, during the Subscription Terms, a non-exclusive, sublicensable (only to InferScope affiliates), transferable (only to a successor in interest of Inferscope), fully paid, royalty free, license to use, and InferScope will use, Customer Data only as necessary to provide the Services, comply with applicable law, or as otherwise permitted by this Agreement.

4.3 Feedback

Customer grants InferScope a perpetual, royalty-free license to use any suggestions, ideas, or feedback provided by Customer to improve or enhance the Services.

5. Confidentiality

5.1 Definition of Confidential Information

Confidential Information refers to any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that should reasonably be understood as confidential. Confidential Information does not include information that is:
• (a) Publicly available;
• (b) Independently developed without use of the other party's information;
• (c) Lawfully obtained from a third party.

5.2 Protection of Confidential Information

Each party agrees to (a) not disclose the other party's Confidential Information to any third party without the prior written consent of such other party, (b) not use the other party's confidential Information other than to fulfil any obligations pursuant to this Agreement, and (c) protect the other party's Confidential Information with the same care it uses to protect its own confidential information, but no less than a reasonable standard of care. Any personal information submitted to the Service is subject to the Privacy Policy located at https://inferscope.tech/privacy-policy

6. Representations and Warranties

6.1 General Warranty

Each party represents and warrants that it has the legal authority to enter into this Agreement and that the performance of this Agreement will not violate any other contractual obligations.

6.2 Service Warranty

InferScope warrants that the Services will perform materially in accordance with the documentation provided. In the event of a breach of this warranty, Customer's sole remedy is for InferScope to re-perform the Services or provide a refund of any pre-paid fees for the defective portion of the Subscription Term.

6.3 Disclaimer

Except as expressly stated, InferScope provides the Services "as is" and disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. InferScope is not responsible for any loss of data or information, including Customer Data, uploaded through or provided to the Services.

6.4 Customer Data

Customer represents and warrants that it has all intellectual property rights necessary to use Customer Data in connection with the Services.

7. Indemnification

7.1 By InferScope

InferScope will defend Customer against any third-party claim that the Services infringe any intellectual property rights and will indemnify Customer for damages finally awarded in such claims.

7.2 By Customer

Customer agrees to indemnify InferScope against claims arising from Customer's breach of this Agreement or misuse of the Services.

8. Limitation of Liability

8.1 Limitation

Except for the indemnification obligations pursuant to Section 7.2, in no event will either party's total liability exceed the fees paid by Customer to InferScope in the 12 months preceding the incident giving rise to the claim.

8.2 Exclusion of Damages

Except for the indemnification obligations pursuant to Section 7.2, neither party will be liable for any indirect, incidental, consequential, or punitive damages arising from this Agreement.

8.3 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. Accordingly, some of the above limitations may not apply to you.

9. Term and Termination

9.1 Term of Agreement

This Agreement begins on the Effective Date and remains in effect until terminated as provided herein ("Subscription Term").

9.2 Termination for Cause

Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within 30 days of receiving notice. InferScope may terminate this Agreement at any time and without notice if Customer or any User violates any provision of Section 2.

9.3 Effect of Termination

Upon termination, Customer will cease all use of the Services, and InferScope may delete Customer Data after 30 days.

10. General Provisions

10.1 Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California.

Arbitration Clause:

Any disputes arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration will take place in Santa Clara County, California, and the judgment on the arbitration award may be entered into any court having jurisdiction.

10.2 Notices

All notices required under this Agreement must be in writing and delivered to the respective party's designated address.

Notices to InferScope should be sent to:

• InferScope, Inc.
• Attn: Legal Department
• 450 Townsend St, Ste 100
• San Francisco, CA 94107
• Email: info@inferscope.tech

10.3 Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control.

10.4 Assignment

Customer may not assign this Agreement without the prior written consent of InferScope, except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, in which case Customer shall give written notice to InferScope before such assignment. Any attempted assignment in violation of this section is void.

10.5 Entire Agreement

This Agreement, together with any applicable Order Forms, constitutes the entire agreement between the parties and supersedes any prior agreements or understandings.

10.6 Amendments

We may modify these Terms from time to time. If we make material changes, we will provide you with at least 30 days' notice via email or through the Services before the changes take effect. Your continued use of the Services after the effective date constitutes your acceptance of the updated Terms.

11. Data Security and Protection

11.1 Data Protection Obligations

Each party agrees to comply with all applicable data protection laws and regulations. InferScope will implement and maintain appropriate technical and organizational measures to protect Customer Data against unauthorized access, loss, or destruction.

12. Service Level Agreements (SLAs)

12.1 Performance Standards

InferScope will use commercially reasonable efforts to make the Services available 99.9% of the time, except during scheduled maintenance or circumstances beyond our reasonable control.

12.2 Remedies

If InferScope fails to meet the service levels, Customer may be entitled to service credits as outlined in the applicable SLA documentation.

13. Miscellaneous

13.1 No Waiver

Failure to enforce any provision of this Agreement shall not constitute a waiver.

13.2 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in effect.

13.3 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.