This Terms of Service (this “Agreement”) is entered into by and between STEG AI Corporation (“STEG”) and the entity or person accessing the STEG Technology (“Licensee”) and describes Licensee’s rights and responsibilities when accessing STEG’s application programming interface(s) (the “APIs”) and/or web-based platform ( the “Platform”, and, together with the APIs and any related documentation provided by STEG, the “STEG Technology”). If you (the individual agreeing to this Agreement) are accessing or using the STEG Technology on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company and the term “Licensee” will mean such company.
PLEASE REVIEW THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. ONCE ACCEPTED, THIS AGREEMENT WILL BECOME A BINDING LEGAL COMMITMENT BETWEEN LICENSEE AND STEG. IF LICENSEE DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, LICENSEE SHOULD NOT ACCEPT THIS AGREEMENT OR OTHERWISE USE THE STEG TECHNOLOGY.
1. USE OF STEG TECHNOLOGY AND CONTENT.
1.1 Right to Access STEG Technology.
Subject to Licensee’s compliance with this Agreement, STEG grants Licensee a non-exclusive, non-sublicensable, non-transferable right to access and use any STEG Technology provided by STEG to Licensee, solely to facilitate Licensee’s uploading of Licensee’s content or other materials via the STEG Technology (the “Content”) and to retrieve the associated output (the “Output”) featuring STEG’s forensic watermarks. Licensee may only provide access to the STEG Technology to users under the control of Licensee who are permitted to use the STEG Technology solely on behalf of Licensee. Licensee will be liable for such users’ compliance with this Agreement.
1.2 Usage Restrictions.
Licensee agrees that it will not, directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the STEG Technology or Output; (b) attempt to probe, scan or test the vulnerability of the STEG Technology or Output , breach the security or authentication measures of the STEG Technology or Output without proper authorization or wilfully render any part of the STEG Technology or Output unusable; (c) use or access the STEG Technology or Output to develop a product or service that is competitive with STEG’s products or services or engage in competitive analysis or benchmarking; (d) transfer, copy, lease, display, disclose, distribute, resell, lease, (sub)license, provide services in relation to, or assign the STEG Technology, or a copy, summary or portion of the STEG Technology, or otherwise offer the STEG Technology on a standalone basis; (e) introduce any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature through the STEG Technology; (f) interfere with or disrupt the STEG Technology or the servers or networks providing the STEG Technology; (g) otherwise use the STEG Technology or Output in violation of applicable laws, rules or regulations (including export laws) or outside the scope expressly permitted hereunder; or (h) remove any proprietary notices, legends or labels of STEG or its licensors.
1.3 Usage Limitations.
STEG may set and enforce limits on Licensee’s use of the STEG Technology (e.g. limiting the number of tokens or API requests that Licensee may make or the number of users Licensee may serve), in STEG’s sole discretion. Licensee warrants and covenants that Licensee will not attempt to circumvent any such limitations.
1.4 License to Content.
Licensee hereby grants to STEG a non-exclusive, non-sublicensable (except to contractors and service providers of STEG), non-transferable (subject to Section 8.2) right and license to copy, modify, distribute, display and otherwise use the Content (a) to generate the Output and (b) to develop and improve STEG’s products and services, including in connection with training and evaluating its algorithms.
To the extent the STEG Technology is made available for a fee, Licensee agrees to pay all fees in the currency and payment period specified in the online sign-up or subscription flow. Licensee’s fees are exclusive of all taxes, and Licensee is responsible for paying any applicable sales, use, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of STEG. Payments are non-refundable and non-creditable and payment obligations non-cancellable.
3. OWNERSHIP; CONFIDENTIALITY
3.1 Ownership; Reservation of Rights.
Except for the limited rights granted hereunder, STEG exclusively owns all right, title and interest in and to the STEG Technology, Systems Data and the underlying technology incorporated in any Output, and, in each case, all associated intellectual property rights. “System Data” means data and information collected by STEG regarding the STEG Technology and the use thereof, including data and information regarding the performance, availability, usage, integrity or security of the STEG Technology. Except for the limited rights granted hereunder, Licensee exclusively owns all right, title and interest in and to the Content and its associated intellectual property rights.
3.2 Nondisclosure and Use Restrictions.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose to the Receiving Party information relating to the Disclosing Party’s business or technology (hereinafter referred to as “Confidential Information” of the Disclosing Party). Without limiting Section 3.3, the Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information; and (b) not to use (except to perform its obligations or exercise its rights hereunder) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing will not apply with respect to Confidential Information that the Receiving Party can document (i) is or becomes generally available to the public; (ii) was in its possession or known by its prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to it by a third party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party.
Licensee may from time to time provide STEG suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the STEG Technology. STEG will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. STEG will have the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services without any obligation to compensate or reimburse Licensee.
THE STEG TECHNOLOGY AND OUTPUT ARE PROVIDED ON AN “AS-IS” BASIS AND STEG AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IN NO EVENT WILL STEG HAVE ANY LIABILITY ARISING FROM THE USE OF THE STEG TECHNOLOGY OR OUTPUT OR ANY ACTIONS TAKEN IN RELIANCE UPON THE FOREGOING.
Licensee agrees to defend and indemnify STEG from and against any third-party claims and liabilities to the extent resulting from or relating to: (a) Licensee’s breach of this Agreement or Licensee’s unauthorized use of the STEG Technology or Output or (b) the Content. Licensee must not settle any claim without STEG’s prior written consent if the settlement would require STEG to admit fault, pay amounts that Licensee must pay under this Agreement, or take or refrain from taking any action. STEG may participate in a claim through counsel of its own choosing at its own expense and Licensee and STEG will reasonably cooperate on the defense of any such claim.
6. LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL STEG OR ITS LICENSORS BE LIABLE TO LICENSEE FOR (A) ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF ONE HUNDRED DOLLARS, OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING LOST PROFITS, EVEN IF STEG HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
This Agreement will commence on the date Licensee first accepts and agrees to this Agreement and continues until terminated in accordance with Section 7.2.
Each party may terminate this Agreement for convenience by providing the other party with at least ten (10) days’ prior written notice. STEG may also terminate this Agreement immediately upon written notice to Licensee if Licensee breaches any provision of this Agreement. Notwithstanding anything to the contrary in this Agreement, an email or other electronic notice, including any message or pop-up within the STEG Technology, will constitute “written notice” of STEG for purposes of this provision.
Upon expiration or termination of this Agreement all rights and obligations will immediately terminate except Sections 1.2, 2 and 3 through 8 (inclusive) will survive any such termination. Upon expiration or termination of this Agreement, each party will return or destroy, at the other party’s option, any Confidential Information of such party in the other party’s possession or control.
8.1 Governing Law; Jurisdiction and Venue.
This Agreement is governed by the laws of the State of California and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement are the state courts located in State of California, and both parties submit to the personal jurisdiction of these courts.
This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the other party’s advanced written consent, except that STEG may assign this Agreement without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be void.
Except as expressly set forth herein, any notice or communication under this Agreement must be in writing. Licensee must send any notices under this Agreement (including breach notices and warranty and indemnity claims) to STEG to firstname.lastname@example.org. STEG may send notices to the email addresses on Licensee’s account or, at STEG’s option, to Licensee’s last-known postal address. STEG may also provide operational notices regarding the STEG Technology or other business-related notices through conspicuous posting of the notice on STEG’s website.
8.4 Independent Contractors.
The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
8.5 Amendments; Waivers.
STEG may update the terms and conditions of this Agreement from time to time with prior notice to Licensee in accordance with Section 8.3. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. Waivers must be made in writing and executed by an authorized representative of the waiving party.
If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.
8.7 Third-Party Rights.
Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement, except that Rutgers is a third-party beneficiary to this Agreement.
8.8 Entire Agreement.
This Agreement represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the STEG Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement.