Platform Terms Of Use

BEYE ANALYTICS INC.

BY ACCESSING, VIEWING OR USING THESE SERVICES YOU AGREE TO THESE BUSINESS TERMS OF USE. IF YOU DO NOT AGREE WITH THESE BUSINESS TERMS OF USE, YOU MAY NOT USE THESE SERVICES.

YOU MAY NOT ACCESS OR USE THESE SERVICES IF YOU ARE A COMPETITOR. IN ADDITION, YOU MAY NOT ACCESS OR USE THESE SERVICES FOR PURPOSES OF MONITORING ITS AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSE.

Last modified: November 15, 2023

Ownership and Operation

This platform (the “Platform”) and its related services and applications (collectively, these “Services”) are owned and offered by Beye Analytics Inc. d/b/a BEYE. For more information on BEYE click beye.ai.

The content, features and functions displayed on the Platform, including without limitation, all text, graphics, logos, button icons, images, data compilations, and software, and the content of all Services provided by BEYE, is the property of BEYE or its third-party licensors or affiliates, and is protected by U.S. and international copyright and other intellectual property Laws.

The Platform contains trademarks and trade names of BEYE. Third party trademarks and trade names are the property of their respective owners. Nothing contained on the Platform should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by BEYE or by any third party.

You are not obligated to provide BEYE with any suggestions or feedback about the Services or Materials (“Feedback”). If you do so, you agree that BEYE may use, modify and own all such Feedback without any restriction or payment to you.

Modifications/Discontinuance of Platform or Services

BEYE may, in its sole discretion and at any time or from time to time, modify, suspend or discontinue the Platform or these Services or any portions of either.

Agreement to Be Bound; Term and Termination

Your use of these Services constitutes your agreement with BEYE to be bound by, and to act in accordance with, these Terms of Use. You may terminate your use of these Services at any time. BEYE may suspend or terminate your access to or use of these Services at any time immediately and without prior notice or obligation to you (i) if you violate any of these Terms of Use as determined by BEYE in its sole discretion, (ii) fail to make timely or full payment to BEYE for the Services; or (iii) for any other reason in BEYE’s sole discretion. You agree that BEYE shall not be liable to you for any suspension, discontinuance, termination, change or modification of your use of or access to these Services.

You represent that you are legally permitted to bind yourself to these Terms of Use and if you do so on behalf of an entity, that you have been duly authorized by the entity to bind that entity. These Terms of Use incorporate by reference all other terms, policies, guidelines and documents referenced herein and in any documents you sign or submit in order to purchase or use Services.

For ten (10) days after termination of your right of access to and use of the Services you will be permitted to access the Services solely to the extent necessary to retrieve data you have uploaded to the Platform (“User Data”) and for no other use or purpose whatsoever, conditioned upon prior full payment of all applicable post-termination access and retrieval fees and any other unpaid, past due fees or expenses. “User Data” also means any data, information, or applications originated by you that you enter or store in the Services or the Platform.

AFTER SUCH 10-DAY PERIOD, BEYE MAY PERMANENTLY SUSPEND ALL ACCESS BY YOU TO THE SERVICES OR THE PLATFORM AND/OR DISABLE AND PREVENT YOUR FURTHER USE OF THE SERVICES AND PERMANENTLY DELETE ALL OF YOUR USER DATA IN BEYE’S POSSESSION OR CONTROL.

You are solely responsible for obtaining, operating and maintaining at your expense, adequate storage/backup for all User Data in locations other than the Platform. YOU AGREE AND ACKNOWLEDGE THAT USER DATA MAY BE PERIODICALLY DELETED BY BEYE AND REPRESENT AND WARRANT TO BEYE THAT YOU WILL NOT STORE OR UPLOAD IMPORTANT USER DATA IN THE BEYE SERVICES OR PLATFORM UNLESS SUCH USER DATA IS ALSO STORED AND BACKED UP ELSEWHERE.

User Accounts

To use the Platform, You will be required to register an account (“Account”) with BEYE. BEYE will have the right to rely upon any information received from any person using a password assigned to you and will incur no liability arising out of such reliance. BEYE has no obligation to verify the authenticity of any registration information.

PLEASE NOTE: IF YOU PROVIDE ANY INFORMATION THAT IS FALSE, MISLEADING, INACCURATE, NOT CURRENT OR INCOMPLETE DURING REGISTRATION OR OTHERWISE, BEYE HAS THE RIGHT TO SUSPEND OR TERMINATE YOUR ACCOUNT AND REFUSE ALL CURRENT OR FUTURE USE OF THE SERVICES (OR ANY PORTION THEREOF). ANY ACTIVITIES THAT ARE ILLEGALLY CARRIED ON WITHIN THE PLATFORM WILL BE REPORTED TO THE APPROPRIATE FEDERAL, STATE OR LOCAL AUTHORITIES.

For questions related to updating or changing your Account information, or for any customer support requests, please send an e-mail to: support@BEYE.ai

After you obtain an Account, you:

  • must not allow any third party to access the Services using your log-in ID and password or resell or lease access to any Account;
  • must not permit the sharing of login credentials between multiple users on an Account;
  • must not use anyone else’s log-in ID and password to access the Service;
  • are responsible for any use of the Service by any third party who uses your Log-in ID and/or password;
  • must promptly notify BEYE of any unauthorized access to an Account of which you become aware;
  • must keep any information that you provide to BEYE as part of the account registration process accurate and up to date at all times.

You may request a trial subscription to the Platform, and should your request be honored, these Terms of Use will apply to permit use of the Services (“Trial Period”), except for the following different or additional terms: (i) the Subscription Term for Trial Period is fourteen (14) days, which BEYE may extend upon written notice; (ii) the Trial Period shall commence on the date that BEYE first provides User credentials to access the Services; (iii) the Trial Product is provided “AS IS” without warranty of any kind, and BEYE disclaims all warranties, indemnities, and all other liabilities for Services during the Trial Period; (iv) You are not entitled to any support services during the Trial Period; and (v) either party may terminate the Trial Period and the license for the Trial Product at any time without notice.

Continuing Agreement

BEYE may change these Terms of Use at any time or from time to time. You will be asked to review and agree to these Terms of Use when you create an account for the first time and each time BEYE changes the Terms of Use thereafter. You will not always receive a notice that the Terms of Use have been changed, and it is your obligation to review them each time you log in. BEYE will maintain a control date of the date of last major revision which will appear at the top of these Terms of Use to assist you in determining if changes have been made since your last visit. To the fullest extent permitted under all applicable federal, state, local, or foreign statute, ordinance, law, rule, regulation and requirement (“Applicable Laws”), every time you use the Services or access the Platform you reaffirm your continuing agreement to the then-current Terms of Use.

Payment; Additional Licenses; Reporting

You shall agree to pay the fees for the Services you have selected when you establish an Account or when you change Tiers or the method or frequency of payment. Payment shall be made and collected as determined by the selections you make in the Account Management section of the Platform. You are also required to pay all applicable taxes, excluding taxes on BEYE’s net income. Failure to timely pay all amounts due for Services or access to the Platform may result in immediate suspension of your access to Platform and/or your right or ability to use the Services.

For Company or Enterprise Accounts, if the actual number of registered devices or users (as applicable) exceed the number of licenses granted, then the Account owner shall (a) immediately cease such excess usage or (b) pay to authorize additional licenses to cover the excess usage. Upon written notice by BEYE, you must certify in writing the number and type of registered devices or users for your Account.

Ownership and Use of the Services and Platform Materials

All right, title and interest in and to the Services, including all text, designs, images, graphics, Software and other content and materials on the Services (collectively, “Materials”), are owned by BEYE and its licensors and affiliates. BEYE also owns or has a right to use all trademarks, service marks, logos, and trade names used on the Services (collectively, “Trademarks”).

BEYE grants to you a limited, revocable, non-exclusive, non-assignable and otherwise non-transferable license to access and use these Services (including any Materials) for your own use strictly in accordance with these Terms of Use). BEYE may in its sole discretion suspend, discontinue or terminate this license at any time for any reason.

No part of these Services may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, stored or incorporated into any information retrieval system in any way. In addition, you may not rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Services, the Materials or any portion of either the Services or Materials.

You may not use any device, software or routine to interfere or attempt to interfere with the proper working of these Services or any portion thereof and you may not take any action that imposes an unreasonable burden on the Services, as determined by BEYE in its sole discretion.

Any modification of the Materials or use of the Materials for any other purpose is a violation of BEYE’s or its licensor’s copyright and other proprietary rights. The use of any Materials on any other service or computer network without BEYE’s written consent is strictly prohibited. All rights not expressly granted to you are reserved by BEYE or its licensors.

Additional Use Limitations

You are prohibited from violating or attempting to violate any security features of the Platform, or from: (i) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of the Platform, or any associated system or network, or to breach security or authentication measures without proper authorization; (iii) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Platform, overloading, “flooding”, “spamming”, “mail bombing”, or “crashing”; (iv) using the Platform to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (v) using any automatic or manual process to monitor or copy any portion of the Platform; (vi) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Services; (vii) introducing any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (viii) attempting to modify, reverse-engineer, decompile, disassemble, decode, decrypt or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by BEYE in providing the Platform; (ix) unbundle any component of the Services; (x) distribute, sell, license lease, transfer or otherwise provide the Services to any third party except as expressly authorized by these Terms of Use; or (xi) modify, adapt or create any derivative works based upon the Services or Materials. Any violation of system or network security may subject you to civil and/or criminal liability.

You must make commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify BEYE promptly of any unauthorized use or access.

The Services may be used only for lawful purposes. Transmission, posting, distribution or storage of material or conduct in violation of any Applicable Laws is strictly prohibited. You shall be solely responsible for any violations of any Applicable Laws.

You may not: (i) use the Services in a manger that infringes, misappropriates or otherwise violates any other person’s or entity’s rights; (ii) authorize or permit use of the Services by any minor without the consent of their parent or guardian; use the Services to receive, store, transmit or otherwise use or process information or data which constitutes “Protected Health Information” as defined by HIPAA Privacy Rule (45 C.F.R. Section 160.103).

If you use the Services to process an individual’s personal data or information (including but not limited to, name, address, or other identifying information regulated by Applicable Laws, you must (a) provide each owner of such data with a legally proper privacy notice and obtain from each owner a written consent authorizing use and processing of such data by the Services.

Mobile Devices

If permitted or available through these Services, to (a) upload content to the Platform via your mobile device and/or tablet, (b) receive and reply to messages, or to access or make posts using text messaging, (c) browse the Services from your mobile device and/or (d) to access certain features through a mobile application you have downloaded and installed on your mobile device (collectively the “Mobile Services”), you must have a mobile communications subscription (or have the consent of the applicable subscriber, to the extent permitted under the applicable subscription) with a participating carrier or otherwise have access to a mobile communications network for which BEYE makes the Services available as well as any carrier services necessary to download content, and you must pay any service fees associated with any such access (including text messaging charges for each text message you send and receive on your mobile device). In addition, you must provide all equipment and software necessary to connect to the Services, including, but not limited to, if the Services contain a mobile element, a mobile hand set or other mobile access device that is in working order and suitable for use in connection with the Services. You are responsible for ensuring that your equipment and/or software does not disturb or interfere with operations of the Services. Any equipment or software causing interference will be immediately disconnected from the Services and BEYE will have the right to immediately terminate this Agreement. If any upgrade in or to the Services requires changes in your equipment or software (including the operating system for your Device), you must make these changes at your own expense. Unless explicitly stated otherwise, any new or additional features that augment or enhance the current Service, including the release of new products and services, will be subject to the terms and conditions of this Agreement.

Privacy

BEYE’s Privacy Policy can be found at: beye.ai/privacy. The Privacy Policy is incorporated into these Terms of Use and explains BEYE’s privacy practices. By using the Services, you agree to the terms of the Privacy Policy.

10. User Code of Conduct

In using the Service, you agree:

  • not to use the Services in breach of these Terms of Use;
  • not to “spam” others or “phish” for others’ personal information;
  • not to disrupt or interfere with the security of, or otherwise abuse, these Services, or any part of this Platform;
  • not to upload, post or otherwise transmit through or on the Services any viruses or other harmful, disruptive or destructive files;
  • not to “deeplink” to the Services without BEYE’s express prior written consent;
  • not to create or use a false identity on the Services;
  • not to attempt to obtain unauthorized access to the Services or portions of the Services that are restricted from general access;
  • not to transmit any material that is false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person’s privacy, in violation of any third party proprietary rights, or in violation of any law or regulation;
  • not to use the features of the Services at any other website and not to display or demonstrate BEYE to third parties;

You agree to immediately notify BEYE if you suspect illegal, fraudulent or abusive activity, or any activity in violation of these Terms of Use, including any unauthorized access to your Account. If you so notify BEYE, or we otherwise suspect such activity, you agree to cooperate with BEYE in any investigation and to use any prevention measures we prescribe.

User Submissions; BEYE Rights regarding User Data

Certain portions of the Services may permit you to submit, post, transmit or upload content created or obtained by you (“User Submissions”),

In connection with User Submissions, you agree that you will not submit User Submissions that:

  • include material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights (including, without limitation, trademark, privacy and publicity rights) unless you are the owner of such rights or have express permission from their rightful owner to post the material and to grant the rights granted herein;
  • include any material that by itself, or by its use as permitted in these Terms of Use, infringes upon, misappropriates or violates the rights of any person or entity or any Applicable Laws;
  • are unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate;
  • contain advertisements or solicitations of any funds, goods or services;
  • is a communication by a user impersonating another user;
  • contains personal information, such as messages which identify telephone numbers, social security numbers, account numbers or addresses;
  • could be considered bulk unsolicited communications.

You represent and warrant that the User Submissions will not infringe upon, misappropriate or violate the intellectual property, privacy, publicity, statutory, contractual, personal or other rights of any person or entity or any Applicable Laws. All User Submissions must comply with the User Code of Conduct set forth above.

BEYE is under no obligation to review or monitor User Submissions, BEYE does not have any obligation to use or respond to any User Submissions and BEYE expressly disclaims any responsibility for User Submissions.

BEYE will fully cooperate with any law enforcement authorities or court order requesting or directing BEYE to disclose the identity of anyone posting User Submissions that violate these Terms of Use or any law or regulation. BEYE may also disclose such information if it has a good faith belief that such disclosure is reasonably necessary to protect the rights, property, or personal safety of BEYE, its customers or the public.

All User Data is encrypted by BEYE in transit and at rest. You authorize BEYE to access and use User Data in a collective, anonymous manner, including activity data, telemetry data, and meta data.

The names of Enterprise and Company users may be used in BEYE marketing and promotional materials.

User Submission Permission

By uploading User Submissions you grant BEYE and its affiliates and service providers permission and a worldwide, royalty-free, non-exclusive, transferable and assignable right and license to permanently store, process and otherwise use all User Submissions to improve the accuracy of BEYE’s algorithmic AI processes and techniques, update BEYE’s algorithms, improve BEYE’s products and services and use the User Submissions in BEYE’s internal research. BEYE may use, reproduce, modify, delete, adapt, or create derivative works from the User Submissions in any manner in its sole discretion.

You represent and warrant that you

a. Are authorized to download to BEYE’s servers all User Submissions and have all rights, licenses and permissions to do so;

b. Will be and remain responsible for all User Submissions uploaded through use of your Account and you are solely responsible for all use of the User Submissions (other than use by BEYE in providing Services) and for evaluating the User Submissions for accuracy and appropriateness for use within your Account;

c. Have either obtained from the owner of each uploaded User Submission(s) (the “Submission Owner”) express consent in writing to permit BEYE to receive and process the User Submissions and report the results of such processing to You, and permit BEYE to permanently store and use the User Submissions to improve the accuracy of BEYE’s algorithmic AI processes and techniques, update BEYE’s algorithms, improve BEYE’s products and services and use the User Submissions in BEYE’s internal research, or has the right under applicable law to authorize BEYE to do so;

d. Have either notified each Submission Owner of the scope and use of the User Submissions and obtained written consent to the foregoing permitted use by BEYE or has the right under applicable law to permit BEYE to do so without such consent;

e. Have not furnished BEYE with stolen or unauthorized User Submissions;

f.      Will provide BEYE with written evidence of its compliance with the foregoing representations.

You will:

a.     Indemnify and hold harmless BEYE from and against any and all third party claims, damages, liabilities and expenses (including without limitation attorney fees) based upon or relating to any breach by You of these Terms of Use, including without limitation this Section 13, and any third party claim for breach of the intellectual property rights relating to any User Submission uploaded by You to BEYE’s servers.  The only exception to this indemnity obligation shall be for the intentional misconduct of BEYE or its employees;

b.     Release, discharge and hold BEYE and any person acting on its behalf harmless from any liability related in any way to the User Submissions.

Geographic Scope of Platform/Export Controls

BEYE controls and operates the Services from within the United States of America and the Platform and all Materials originate from the United States of America. Users who choose to access this Platform from other locations do so at their own risk and are responsible for compliance with all Applicable Laws in the jurisdiction in which they access or use the Platform.

The Services may be subject to “US Export Control Laws,” which include the Export Administration Regulations (“EAR”), the International Traffic in Arms Regulations (“ITAR”), as well as the economic and trade sanctions administered and enforced by the US Office of Foreign Assets Control (OFAC). You must comply with all US Export Control Laws. You may not, and may not permit any third-parties to, directly or indirectly, export, re-export or release any Services to any person, firm or entity, to any country, or for any end-use prohibited by US Export Control Laws.

You must obtain any necessary export license or government approval prior to exporting, re-exporting or releasing Services. You must provide prior written notice of the need to comply with US Export Control Laws to any person, firm or entity which You have reason to believe is obtaining the Services from You with the intent to export.

Waiver of Rights under Foreign Laws

Notwithstanding that the Submission Owner may reside or have been located in jurisdictions other than the United States, and notwithstanding that You may be located in a jurisdiction other than the United States or may have acquired User Submissions in or from a jurisdiction other than the United States, You acknowledge and agree that all User Submissions obtained by BEYE under these Terms of Use will be collected, received, processed and stored by BEYE in the United States.

By using the Services, You:

a) acknowledge that the laws of the United States and the State of Michigan solely govern BEYE’s receipt, retention and use of all User Submissions;

b) consent to the application of United States and Michigan law to BEYE’s receipt, retention and use of all User Submissions even if and to the extent the laws of other jurisdictions (“Foreign Laws”) may be more comprehensive or protective than United States or Michigan law; and

c) waive all claims against BEYE that may arise under Foreign Laws.

Violations

BEYE may investigate reports of abuse or misuse and, if appropriate, limit or prohibit your use of the Platform or modify your user profile to reflect its determinations. You agree that we may access your Account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized use of the Platform. BEYE reserves the right to terminate your Account or your access to the Platform immediately, with or without notice to you, if we believe you have violated any terms of this Agreement, furnished BEYE with false or misleading information, or interfered with use of the Platform by others. All determinations are final and are made at BEYE’s sole discretion. In agreeing to this Agreement, you agree to participate in investigations and be bound by BEYE’s determinations. If BEYE, in its sole discretion, determines that a violation of this Agreement has occurred, or if BEYE believes that your actions may cause legal liability for you, other users or BEYE, BEYE may take any actions or pursue any legal remedies that it believes are necessary or prudent, including, but not limited to, issuing a warning, filing a complaint, deleting any posted material from our Platform, suspending or canceling your Account, filing a report with the appropriate authorities and/or excluding any person(s) who may have violated any terms of this Agreement. BEYE may cooperate with any investigation by any federal, state, or local body or any court or tribunal. Such cooperation may be with or without notice to you.

DISCLAIMER RELATING TO MATERIALS

THE MATERIALS IN THESE SERVICES (INCLUDING ANY GRAPHICS, SOFTWARE, RECOMMENDATIONS OR OTHER MATERIALS) AND ANY MATERIALS MADE AVAILABLE THROUGH THESE SERVICES ARE PROVIDED “AS IS” AND “AS-AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BEYE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. BEYE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THESE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE MATERIALS AND SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THESE MATERIALS COULD BE INACCURATE OR BECOME INACCURATE AS A RESULT OF DEVELOPMENTS OCCURRING AFTER THEIR RESPECTIVE DATES. BEYE UNDERTAKES NO OBLIGATION TO VERIFY OR MAINTAIN THE CURRENCY OF SUCH INFORMATION. ANYTHING TO THE CONTRARY, BEYE MAKES NO REPRESENTATION OR WARRANTY: (1) THAT USE OF THE MATERIALS WILL BE UNINTERRUPTED, ERROR FREE OR SECURE, (2) THAT ANY DEFECTS IN THE MATERIALS WILL BE CORRECTED; (3) THAT USER SUBMISSIONS WILL BE ACCURATE; OR (4) WITH RESPECT TO ANY THIRD PARTY PLATFORMS OR MATERIALS.

IN ADDITION, YOU UNDERSTAND AND AGREE THAT WHEN USING THESE SERVICES, YOU MAY BE EXPOSED TO USER SUBMISSIONS POSTED AND/OR SUBMITTED BY USERS OTHER THAN YOURSELF. BEYE IS NOT IN ANY MANNER RESPONSIBLE FOR THE USER SUBMISSIONS, AND BEYE DOES NOT GUARANTEE THE ACCURACY, INTEGRITY, QUALITY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH USER SUBMISSIONS. IN ADDITION, BEYE CANNOT ASSURE THAT HARMFUL, INACCURATE, DECEPTIVE, OFFENSIVE, THREATENING, DEFAMATORY, UNLAWFUL OR OTHERWISE OBJECTIONABLE USER SUBMISSIONS WILL NOT APPEAR ON THIS SERVICE. YOU ACKNOWLEDGE THAT BY PROVIDING YOU WITH THE ABILITY TO ACCESS AND VIEW USER SUBMISSIONS ON THIS SERVICE, BEYE IS NOT UNDERTAKING ANY OBLIGATION OR LIABILITY RELATING TO ANY USER SUBMISSIONS OR ACTIVITIES OF USERS ON THIS SERVICE.

DISCLAIMER RELATING TO SERVICES

BEYE ENDEAVORS TO MAINTAIN THESE SERVICES AND THEIR OPERATION, BUT IS NOT, AND CANNOT BE, RESPONSIBLE FOR THE RESULTS OF ANY DEFECTS THAT MAY EXIST IN THE SERVICES OR THEIR OPERATION. AS TO THE OPERATION OF THE SERVICES AND THE PLATFORM, BEYE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. BEYE MAKES NO WARRANTY THAT (I) THE OPERATION OF THESE SERVICES WILL MEET THE USER’S REQUIREMENTS; (II) ACCESS TO THESE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS, OR FREE OF DEFECTS OR ERRORS; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THESE SERVICE WILL BE ACCURATE OR RELIABLE; OR (IV) DEFECTS WILL BE CORRECTED. YOU (AND NOT BEYE) ASSUME THE ENTIRE COST OF ALL SERVICING, REPAIR, OR CORRECTION THAT MAY BE NECESSARY FOR YOUR COMPUTER EQUIPMENT OR MOBILE DEVICE AND SOFTWARE AS A RESULT OF ANY VIRUSES, ERRORS OR ANY OTHER PROBLEMS WHATSOEVER YOU MAY HAVE AS A RESULT OF VISITING THE PLATFORM OR USING THE SERVICES.

EXPRESS DISCLAIMER AND ASSUMPTION OF RISK BY YOU AS RESULTS OF ACTIONS YOU TAKE IN RELIANCE ON ALGORITHMIC PREDICTIONS.

THE SOFTWARE USED BY BEYE ON THE PLATFORM CONTAINS ARTIFICIAL INTELLIGENCE BASED ALGORITHMS WHICH MAY BE USED TO MAKE PREDICTIONS OBTAINED FROM THE PROCESSING OF USER SUBMISSIONS YOU DOWNLOAD. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE ACCURACY OF THE PREDICTIONS OBTAINED ARE NOT GUARANTEED. BEYE IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR ACTION OR INACTION IN RELIANCE ON YOUR USE OF THE SOFTWARE OR ANY RESULT OR OUTPUT YOU RECEIVE FROM BEYE. YOU ASSUME ALL RISK OF LOSS OR DAMAGE YOU OR OTHER THIRD PARTIES SUFFER AS A RESULT OF YOUR USE OF THE SERVICES.

LIMITATION OF LIABILITY AND LIABILITY CAP

UNDER NO CIRCUMSTANCES SHALL BEYE, ITS SUBSIDIARIES AND AFFILIATED COMPANIES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “BEYE PARTIES”) BE LIABLE FOR ANY DAMAGES OR INJURY, INCLUDING ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES (INCLUDING LOST PROFITS), THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE OR ANY MATERIALS IN THIS SERVICE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SERVICE OR INFORMATION AVAILABLE ON OR THROUGH THIS SERVICE. THE BEYE PARTIES SHALL NOT BE LIABLE EVEN IF BEYE OR A BEYE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE INCLUDE BUT ARE NOT LIMITED TO DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE OR COMPUTER VIRUS, WORM, TROJAN HORSE OR OTHER HARMFUL COMPONENT.

IN NO EVENT SHALL THE BEYE PARTIES’ TOTAL LIABILITY TO YOU FOR DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING AND USING THESE SERVICES.

These limitations apply among other things to any third-party claims against BEYE. The provisions of Sections 16-19 represent a reasonable allocation of the risks under this Agreement. BEYE’s willingness to allow you to access and use the Platform and these Services and Materials reflects this allocation of risk and the limitations of liability specified herein.

Indemnification

You hereby agree to defend, indemnify and hold the BEYE Parties harmless from and against any and all claims, actions or proceedings of any kind and from any and all damages, judgments, losses, liabilities, costs and expenses, including reasonable attorney’s fees and expenses (including any incurred in enforcement of this provision), relating to or arising out of your use of these Services, your User Submissions, your breach or alleged breach of these Terms of Use, including any of your warranties, representations or agreements hereunder, your violation of Applicable Laws, or your violation of any rights of another person or entity.

Copyright Agent

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide our Copyright Agent with the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;

(c) a description of where the material that you claim is infringing is located, with enough detail that we may find it;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident. The BEYE copyright agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:

Farhad Hussain

950 Stephenson Hwy

Troy, MI 48083

Email: legal@beye.ai

For clarity, only DMCA notices should go to the BEYE Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to BEYE customer service at info@beye.ai

You acknowledge that if you fail to comply with all requirements of this section, your DMCA notice may not be valid.

We suggest that you consult your legal advisor before filing a notice with our copyright agent.

We may, in appropriate circumstances and in our sole discretion, prohibit users who may be repeat infringers from accessing the Service or making submissions.

Applicable Law; Jurisdiction; Jury Trial Waiver; Equitable Relief; Attorney Fees; Electronic Signatures

These Terms of Use and any disputes arising under or related to these Terms of Use (whether for breach of contract, tortious conduct or otherwise) will be governed by the laws in effect in the State of Michigan, without reference to its conflicts of law principles. Any legal actions, suits or proceedings arising out of these Terms of Use (whether for breach of contract, tortious conduct or otherwise) will be brought exclusively in the Michigan state or federal courts, as applicable, located in Oakland County, and BEYE and you hereby accept and submit to the personal jurisdiction of these Michigan courts with respect to any legal actions, suits or proceedings arising out of these Terms of Use. BEYE and you also waive to the fullest extent permitted by law any right to a trial by jury in any action, suit or proceeding brought to enforce, defend or interpret any right or remedies under, or arising in connection with or relating to, these Terms of Use.

The parties agree that a material breach of this Agreement adversely affecting BEYE’s or its suppliers’ intellectual property rights in the Services or Platform or either party’s Confidential Information may cause irreparable injury to such party for which monetary damages would be an inadequate remedy and the non-breaching party shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have under this Agreement or at law. In addition, the substantially prevailing party in any dispute involving this Agreement shall be entitled to recover its attorney fees and expenses.

The parties agree to use electronic signatures and agree that any electronic signatures will be legally valid, binding and enforceable.