Embedl Hub Terms of Use

Embedl AB ("Embedl") has developed, at considerable expense and effort, Embedl Hub™ as a means to facilitate research via the analysis and presentation of data and analysis ("Datasets") useful in the testing, evaluation, and development of deep learning models, machine learning, and AI. Embedl is willing to license to you the right to generate and review via Embedl Hub these Datasets pursuant to these Embedl Hub Terms of Use ("Terms") only if you obtained the Datasets directly from Embedl, and only upon the condition that you accept these Terms. The term "you" and "your" means you and any entity that you work for or represent.

Your acceptance of these Terms is required in order for you to use Embedl Hub and to access the Datasets. By registering an account with Embedl or using Embedl Hub, you are entering into a legally binding agreement with Embedl. Please read these Terms carefully. If you do not agree to these Terms, you cannot use Embedl Hub or access the Datasets. Embedl may at its discretion update these Terms periodically. Embedl will notify you of updates via an email sent to the email address on file for you or via other notification mechanisms. Your continued use of and access to Embedl Hub after such email or other notice of such updates indicates your acceptance of and agreement to the modified Terms. If you violate any of these Terms, your permission to use Embedl Hub automatically terminates.

1. License Grant. Subject to and conditioned upon your compliance with the obligations of these Terms, Embedl grants to you a worldwide, royalty-free, non-sublicensable, non-transferable, and non-exclusive copyright and database rights license, solely for your internal and confidential research and evaluation, to generate, access, and view the Datasets via authorized use of the Embedl Hub portal solely by your "Staff," defined as individuals retained by you as either employees, or contract staff hired in lieu of regular or permanent employees, who are (a) bound by written confidentiality agreements that apply to protect the Datasets and which are no less protective and restrictive than these Terms, and (b) instructed as to the confidential and restricted status of the Datasets. You shall ensure and be responsible for compliance with these Terms by such Staff; breach hereof by any Staff will be deemed breach by you. The Datasets constitute confidential information protected by intellectual property laws and treaties, and are licensed, not sold. All rights not expressly granted in this section 1 are reserved to Embedl. No other right or license will be implied by conduct or otherwise. Embedl and/or its licensors retain all right, title and interest in the Datasets and all associated intellectual property rights. Patents, trademark and servicemark rights, moral rights (including the right of integrity), publicity, privacy, and/or other similar personality rights are not licensed under these Terms.

2. Restrictions. Embedl grants no rights to and you shall not in whole or in part: (a) create "Derivatives" (defined as derivative works, modifications, adaptations, or compilations of the Datasets or new data, conclusions, or information derived from the Datasets); (b) display or distribute the Datasets or any Derivatives; (c) incorporate the Datasets or Derivatives in any publicly or externally available document, material, website, product, service, software or technology; (d) use the Datasets to issue publicly available statements or representations; (e) issue statements to third parties or the public regarding any conclusions to be derived from the Datasets; or (f) remove, destroy, deface, obscure, or otherwise alter any legends, notices, statements or marks indicating Embedl's rights or the restrictions contained in this License. Such activity described in this section is not licensed or authorized under these Terms, and if undertaken may result in pursuit of all available remedies for intellectual property rights (including copyright and database rights) infringement, the availability of which you hereby acknowledge.

3. No Disclosure or Distribution. You are not licensed to, and you shall not disclose or distribute the Datasets or Derivatives, in whole or in part, to any third party including any affiliated or subsidiary entity. Your use of the Datasets is for your internal evaluation and development purposes only. You shall protect the confidentiality of the Datasets with the same degree of care, but no less than reasonable care, as you use to protect your own confidential information of like nature. You shall ensure that only your Staff with a strict and essential need to use the Datasets to assist you in your research and development will receive access to Embedl Hub or the Datasets.

4. No Scraping, Mirroring, Harvesting or Crawling. You shall not engage in harvesting or other collection of information from Embedl Hub. You agree not to crawl or scrape Embedl Hub or use or launch any automated system, including without limitation, robots, spiders, or similar mechanisms, to access Embedl Hub or pull content, information or data therefrom, including in a manner that sends more request messages to Embedl-controlled servers in a given period of time than a human can reasonably produce in the same period by using conventional on-line web browser access. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available via Embedl Hub or engage in framing, mirroring, or otherwise simulating the appearance or function of Embedl Hub or the Datasets, and you will not send messages purporting to be from Embedl.

5. Reporting. You shall notify Embedl immediately when you become aware of any breach or violation of these Terms, including disclosure or distribution of Datasets, or of any potential or actual infringement of intellectual property rights related to the Datasets.

6. Notifications to Embedl for Contrary Action or Enforcement of Claims. If you believe that you are entitled or obligated to act contrary to these Terms under any mandatory or applicable law, or if you believe that the Datasets or their generation or use constitute infringement of your rights or breach of any contract to which you are a party, you agree to provide Embedl with detailed and substantiated explanation of your reasons in writing at least 30 days before you so act or assert claims against Embedl or any Embedl customer or licensee, to allow an assessment of whether Embedl may, at its sole discretion, provide an alternative remedy for or otherwise cure the situation, though Embedl is under no obligation to do so.

7. Feedback. You agree that Embedl may freely use and exploit in perpetuity any information, data, feedback, requirements, recommendations, ideas, bug fixes, reviews, ratings, benchmarks, comments, suggestions, or improvements, that you, or any employee or agent thereof, may at any time disclose or submit to Embedl relating to, derived from or based on the Datasets, for Embedl's business purposes, including for product licensing, support and development, without any obligation or payment to you.

8. Data. You hereby consent to Embedl's collection and use of anonymized or non-personally identifying data (including meta-data, analytical, diagnostic and technical data, and usage statistics) concerning or arising from your use of the Datasets in order to provide the functionality of and improve the Datasets, for product development and marketing purposes, to protect against spam and malware, and for verifying compliance.

9. Updates. Updates to the Datasets are subject to these Terms unless other terms accompany the updates. If so, those other terms will apply. Embedl is not obligated to make any updates available, to continue making the Datasets available for any period of time, or to provide any technical support of any kind. Embedl may cease making the Datasets available, either to you or in general, at any time.

10. Compliance. You shall comply with all applicable laws, rules, and regulations in respect of your use of the Datasets and any related product, service, software or technology.

11. Publicity. You shall not publicly represent or imply that Embedl is participating in, or has sponsored, approved, or endorsed the manner or purpose of your use of the Datasets without prior written consent from Embedl. You shall not use the name, any trademark, brand, or logo of Embedl, or any of its other means of promotion or publicity, without Embedl's prior written consent nor represent or imply an association or affiliation with Embedl.

12. Attribution. You hereby consent to Embedl listing the name and logo of your organization on Embedl websites and other material describing the Datasets.

13. Trademarks. You are granted no right, title or license to any third party trademarks by these Terms, or to any Embedl trademarks or servicemarks. Embedl reserves all right, title and interest in and to Embedl trademarks, servicemarks, trade names, trade dress, domain names, and similar identifiers, including without limitation Embedl and Embedl Hub ("Marks"). You shall not: (a) challenge Embedl's ownership or use of the Marks; (b) attempt to register any Marks; or (c) incorporate any Marks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations. Any and all use of the Marks by or for you inures to Embedl's benefit. If you acquire any rights in any Marks by operation of law or otherwise, you shall immediately and at no expense to Embedl, assign such rights to Embedl along with any associated goodwill, applications and registrations.

14. Termination. Without prejudice to any other Embedl rights or remedies, the license rights granted under these Terms will automatically terminate if you fail to comply with the Terms, or if Embedl elects to terminate for convenience the license rights hereunder, which it may do at any time. In such event, you shall immediately destroy all copies and cease all use of the Datasets. You acknowledge and agree that breach of these Terms, or any distribution or unauthorized use of the Datasets, may cause irreparable harm to Embedl, the extent of which would be difficult to ascertain, and that Embedl will be entitled to seek without limitation immediate injunctive relief in any court of competent jurisdiction under the applicable laws thereof and any other remedies available under applicable law (and Embedl's right to do so is not subject to arbitration).

15. Indemnification. You hereby agree to defend, indemnify, release and hold harmless Embedl, Embedl's suppliers and licensors, and all officers, directors, employees, consultants, agents, and representatives of any of the foregoing (collectively "Protected Parties") in full from and against any and all claims (including third party claims), losses, liability, damages, and/or costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with: (a) your access to or use of, the Datasets or Embedl Hub or conduct engendered thereby, (b) your breach of these Terms, or (c) your infringement or misappropriation, or infringement by any other user of your account, of any intellectual property right or other right of any person or entity.

16. Disclaimer. You acknowledge the Datasets or Embedl Hub may have inaccuracies, defects or deficiencies, or experience errors or delays, that may not be corrected by Embedl. To the maximum extent permitted by applicable law, Embedl and its licensors provide the Datasets "as is" and with all faults, and disclaim all representations, warranties, and conditions, whether express, implied or statutory, including but not limited to representations, warranties and conditions related to: title, non-infringement, merchantability, fitness for a particular purpose, accuracy or completeness, lack of defects, negligence or workmanlike effort, or correspondence to description. The entire risk arising out of use or performance of the Datasets or Embedl Hub remains with you.

17. Limitation of Liability. EXCLUDING ONLY DAMAGES ARISING OUT OF EMBEDL'S LIABILITY FOR FRAUD, DEATH OR PERSONAL INJURY CAUSED BY EMBEDL'S NEGLIGENCE, OR ANY OTHER LOSS FOR WHICH EMBEDL CANNOT LAWFULLY EXCLUDE LIABILITY, EMBEDL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR DAMAGES FOR LOSS OF REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF EMBEDL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OF OR INABILITY TO USE THE DATASETS OR THE EXERCISE OF THE LICENSED RIGHTS GRANTED HEREUNDER. Notwithstanding any other provision of these Terms, Embedl's maximum aggregate liability for all claims, liabilities or obligations arising under or relating to these Terms or the Datasets, regardless of the theory of liability, whether for breach, including breach of warranty, infringement, misappropriation, or in tort or otherwise, will in no event exceed all amounts paid by you to Embedl under these Terms.

18. Severability; Waiver; No Agency; Entire Agreement; Construction. If any of the provisions of these Terms are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, such provisions will not affect the validity of the balance of the Terms, and such provisions are herewith waived or reformed to the extent necessary for these Terms to be otherwise enforceable in such jurisdiction. No waiver of any provision of these Terms will be deemed a further waiver or continuing waiver of such provision or any other provision, and Embedl's failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision. These Terms are the parties' entire agreement relating to its subject matter and supersedes all prior or contemporaneous oral or written communications, proposals, negotiations, understandings, representations and warranties and prevails over any conflicting or additional terms of any quote, order or other communication between the parties relating to its subject matter. The term "shall" connotes language of obligation. The parties hereby confirm that they have requested that these Terms and all attachments and related documents, if any, be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.

19. Assignment. These Terms shall not be assigned or transferred, or its rights or obligations assigned or delegated, by you, in whole or in part, including by way of merger or reorganization, acquisition or otherwise, without the prior written consent of Embedl. Any assignment made in violation of this section will be void. Embedl may freely assign these Terms without the necessity for consent.

20. Sweden Based. Embedl Hub is controlled by Embedl from its offices in Sweden. Embedl makes no representation that Embedl Hub or the Datasets are appropriate for use in other jurisdictions. Your use of or access to Embedl Hub or the Datasets will not be construed as Embedl's purposefully availing itself of the benefits or privileges of doing business in any jurisdiction other than Sweden.

21. Governing Law; Arbitration.

    (a) These Terms will be governed by and construed under the laws of Sweden. The contrary choice of law rules of any jurisdiction, and the United Nations Convention on Contracts for the International Sale of Goods, will not apply. Any disputes between or claims brought by you or Embedl arising out of or related to these Terms or the Datasets (including tort as well as contract claims, and whether pre-contractual or extra-contractual, as well as the arbitrability of any disputes (subject to section 21(b) below) shall be referred to and finally settled exclusively by binding arbitration before the International Court of Arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce in effect at the time of arbitration except as inconsistent with this section. The arbitration will be conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. If in-person appearance is required, such hearings will be held in New York City, New York if you reside in or are headquartered in North, Central or South America, or Stockholm, Sweden, if you reside or are headquartered anywhere else. The arbitrator will apply the law specified in this section. All awards may if necessary be enforced by any court having jurisdiction. The existence of any dispute, the existence or details of the arbitration proceeding, and all related documents, materials, evidence, judgments and awards therein, shall be kept confidential. Except as required by law, no party will make any public announcements with respect to the proceeding or the award, except as required to enforce same. The parties hereby waive the right to a trial by jury and agree to only bring claims in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. All disputes will be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions. All claims (excluding requests for injunctive or equitable relief) between the parties must be resolved via arbitration in accordance with this section. Should either party file an action contrary to this section, the other party may recover lawyers' fees and costs associated with enforcing this section, provided that the party seeking the award has notified the other party in writing of the improperly filed claim, and the other party has failed to withdraw the claim in a timely fashion.

    (b) Notwithstanding the foregoing, nothing in this section 21 will preclude the right and ability to bypass arbitration and file and maintain at any time an action for recovery of injunctive or provisional relief or enforcement and/or redress of intellectual property rights in any court of competent jurisdiction under the laws applicable thereto, and either party's right to do so is not arbitrable. You hereby consent to the jurisdiction of such courts.

    (c) A party prevailing in any litigation or arbitration related to these Terms or the Datasets will be entitled, in addition to such other relief as may be granted, to an award of reasonable attorneys' fees.