This Beta Terms of Service (this “Agreement”) is between you and Silvershield, Inc. (“Silvershield”). The terms also apply to your use of the Services and any updates to the Services, except to the extent they are provided pursuant to separate terms.
BY ACCESSING THE SERVICES, YOU EXPRESSLY ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICES EITHER YOURSELF OR ON BEHALF OF THE ENTITY. SILVERSHIELD MAY MODIFY THESE TERMS FROM TIME TO TIME WITH NOTICE TO YOU OR BY POSTING THE MODIFIED TERMS ON THE SILVERSHIELD WEBSITE. TOGETHER WITH SUCH MODIFIED TERMS, SILVERSHIELD WILL IDENTIFY THE EFFECTIVE DATE OF THE MODIFICATIONS BY INDICATING WHEN THE AGREEMENT WAS LAST UPDATED.
“Confidential Information” means any information disclosed by one party (“Discloser”) to the other (“Recipient”), directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as confidential, proprietary, or similar designation, or learned by the Recipient when such information would reasonably be understood to be confidential. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain through no act or omission of Recipient; (b) known to the Recipient, without restriction, at the time of disclosure as shown by the files of Recipient in existence at the time of disclosure; (c) rightfully obtained by the Recipient on a non- confidential basis from a third party; or (d) independently developed by the Recipient without any use of Disclosers's Confidential Information.
“Content” means all information, data, and other content that is submitted or otherwise transmitted by you in the course of using the Services. For avoidance of doubt, Content does not include data and information related to your use of the Services that is used by Silvershield in an aggregate and/or anonymized manner, including to compile statistical and performance information related to the Services, or any other information reflecting your access and use of the Services (“Usage Data”)
“Documentation” means the Services specifications, user guides, and other related documentation relating to the Services made available to you by Silvershield.
“Services” means the beta services provided or made available by Silvershield to you under this Agreement.
“Third-Party Products” means materials and information, in any form or medium, including any software, open source software, artificial intelligence tools, content, products, or components of or relating to the Services that are not proprietary to Silvershield.
During the term of this Agreement and subject to the terms and conditions contained herein, Silvershield grants you a non-transferable, non-sublicensable, non-exclusive, limited license for you to access and use the Services, but only in accordance with (a) this Agreement, (b) the Documentation, and (c) any other restrictions communicated to you in writing by Silvershield. Silvershield reserves the right, in its sole discretion, to modify or update the Services and Documentation. You acknowledge and agree that this Agreement does not transfer to you any Silvershield or third-party intellectual property rights. You acknowledge and agree that, as between Silvershield and you, Silvershield owns all right, title, and interest in and to the Services and Documentation, and Silvershield shall, notwithstanding any other term of this Agreement, remain the owner of the Services and Documentation. Silvershield owns the Usage Data. Nothing herein will be construed as restricting or prohibiting Silvershield from utilizing the Usage Data in any way, including to optimize and improve the Services so long as the Usage Data remains aggregated and de-identified, or to enforce this Agreement. With respect to Third-Party Products, the applicable third-party provider owns all right, title, and interest in the Third-Party Products, and any part of the Services that contains or utilizes Third-Party Products is distributed and made available under the terms of their applicable license agreements. Unless otherwise expressly provided in this Agreement, you shall not acquire any proprietary right, title or interest in or to any intellectual property rights in the Services, Documentation, or Third-Party Products. All rights not expressly granted by Silvershield are reserved.
3.1. You agree that you are responsible for your conduct while accessing or using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with this Agreement, and any applicable laws or regulations.
3.2. You shall not, and shall not encourage any third party to: (a) modify, adapt, alter, translate, or create derivative works of the Services; (b) reverse-engineer, decompile, disassemble, or attempt to derive the source code for the Services, in whole or in part, except to the extent that such activities are permitted under applicable law; (c) distribute, license, sublicense, lease, rent, loan, or otherwise transfer the Services to any third party; (d) remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of Silvershield or its licensors or suppliers contained on or within any copies of the Services; (e) use the Services for the purpose of creating a product or service competitive with the Services; (f) remove, minimize, block or modify any notices of Silvershield or its licensors or suppliers in the Services; or (g) use the Services other than as described in the applicable Documentation or for any unlawful purpose. You are responsible for: (i) ensuring that its usage of the Services does not exceed any limits set forth in the Documentation; (ii) maintaining the security of your account and passwords. Silvershield reserves the right to suspend your access to the Services in the event Silvershield determines you are in violation of any of these restrictions or other terms contained in this Agreement.
3.3. You further represent and warrant that: (a) you have all necessary rights and permissions to provide Content to Silvershield and doing so will not violate any applicable laws; (b) Content does not contain any information about individuals under the age of eighteen (18); and (c) to the extent applicable, Content is true and accurate, and of living persons.
3.4. You may not: (a) allow any other third party to use your account, or share passwords or account credentials with any other third party; (b) use the Services to transmit fake or fictitious information; (c) impersonate any person or entity or otherwise misrepresent your affiliation with a third party or use the Services to defraud, deceive, or mislead; (d) access the Services in a manner that exceeds your authority, such as logging in to a service, account, or email network without proper authorization; (e) access the Services in an automated manner; (f) extract data from the Services in a way that exceeds Silvershield's authorization or violates these terms or other restrictions implemented by Silvershield; (g) use the Services to advertise or promote any illegal goods or services, adult services, tobacco products, illegal gambling, counterfeit or pirated goods or services; or violate any securities or commodities regulations; (h) communicate or transfer defamatory, obscene, sexually explicit, vulgar, or offensive; or (i) promote or engage in discrimination, racism, harassment, or hate speech, or threaten or promote violence.
3.5. You may submit to Silvershield bug reports, comments, feedback or ideas about the Services, including without limitation about how to improve the Services. By submitting any such feedback, you hereby assign to Silvershield all right, title, and interest in and to the feedback, if any.
Silvershield acknowledges that, as between Silvershield and you, you own all right, title, and interest, including all intellectual property rights, in and to your Content. You hereby grant to Silvershield a non- exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Content solely as may be necessary for Silvershield to provide the Services including updates and upgrades thereto. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and completeness of your Content. Silvershield will not be responsible for any loss, destructions, alteration, or disclosure of Content.
Certain third-party providers offer Third-Party Products and services that work in conjunction with the Services, such as by exchanging data with the Services or by offering additional functionality within the user interface of the Services through use of the Services' application programming interface. No purchase of such Third-Party Products or services is required to use the Services. Except as expressly set forth in this Section, Silvershield does not warrant any such third-party providers or any of their services or Third-Party Products, whether or not such products or services are designated by Silvershield as "certified," "validated" or otherwise. Any exchange of data or other interaction between you and a third- party provider, and any purchase by you of any service or Third-Party Products offered by such third- party provider, is solely between you and such third-party provider. Silvershield has no responsibility for maintaining any integrations with Third-Party Products or services and will not be liable in the event of any failure to maintain any such integration. Artificial intelligence features use machine learning models that generate predictions based on patterns in data. Output generated by a machine learning model is probabilistic and should be evaluated for accuracy as appropriate for your use case. You are responsible for all decisions made, advice given, actions taken, and failures to take action based on your use of artificial intelligence features.
Recipient shall not disclose the Discloser's Confidential Information to any person or entity, except to the Recipient 's employees or representatives who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, If Recipient is compelled by a court or other competent authority or applicable law to disclose Confidential Information of Discloser, it shall, to the extent permitted by applicable law, give Discloser prompt written notice and shall provide Discloser with reasonable cooperation at Discloser's expense so that Discloser may take steps to oppose such disclosure or obtain a protective order. Recipient shall not be in breach of its obligations in this Section it makes any legally compelled disclosure provided that Recipient meets the foregoing notice and cooperation requirements. On the expiration or termination of the Agreement, Recipient shall promptly return to Discloser all copies, whether in written, electronic, or other form or media, of the Discloser's Confidential Information, or destroy all such copies and certify in writing to Discloser that such Confidential Information has been destroyed.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.” SILVERSHIELD DOES NOT WARRANT THAT THE SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT WILL OPERATE UNINTERRUPTED, THAT THEY WILL BE FREE FROM DEFECTS, OR THAT THE SERVICES WILL MEET YOUR NEEDS. SILVERSHIELD DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SILVERSHIELD SHALL HAVE NO LIABILITY FOR ANY CLAIMS, DAMAGES OR LOSSES ARISING FROM YOUR FAILURE TO INSTALL THE LATEST UPDATES, PATCHES, VERSIONS OF THE SERVICES PROVIDED TO YOU BY SILVERSHIELD. YOU ACCEPT AND AGREE THAT ANY USE OF SILVERSHIELD SERVICES IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON THE SERVICES AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. ALL THIRD-PARTY PRODUCTS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY PRODUCTS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY PRODUCTS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT SILVERSHIELD, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL IN NO EVENT BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, OR INTERRUPTION OF BUSINESS) ARISING FROM THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE TOTAL LIABILITY OF SILVERSHIELD ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE RELEVANT SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY OR $100.
This Agreement commences on the date you initially access the Services and shall continue until terminated in accordance with the terms of this Agreement. Silvershield may terminate this Agreement at any time, with or without cause, upon written notice to you. If Silvershield releases a commercial version of the Services, it may withdraw the beta version and require agreement to a different license and payment of a license fee for the commercial version. All licenses will terminate immediately upon termination of this Agreement, and you shall immediately cease use of all such Services and Documentation, including its access to any Services. Silvershield has no obligation to maintain your Content and may delete any and all Content in its possession. This Section and the provisions and any other right or obligation of the parties that, by its nature, should survive termination or expiration of this Agreement, will survive any termination or expiration of this Agreement.
This Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the courts of the State of Delaware. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the Services. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. Any notices hereunder must be in writing. Silvershield may provide notice to you through your signup email address, your account, or in-product notifications. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after Silvershield sends it. You will provide notice to Silvershield by mail to: 114 N. Main Avenue Boulder, CO 80303 with a copy emailed to info@silvershield.ai. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) that prohibit or restrict the export or re-export of the Silvershield intellectual property or any Content outside the US. Silvershield expressly reserves the right to assign this Agreement and delegate any of its obligations. The parties are independent contractors. This Agreement shall not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. This Agreement benefits solely you and Silvershield, and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person or party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
