Last Updated: May 30, 2018

These Terms of Service ("Terms") apply to your access to and use of the websites, applications and other online products and services (collectively, our "Services") provided by Clusterone, Inc. ("Clusterone" or "we"). If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 16, do not access or use our Services.

If you have any questions about these Terms or our Services, please contact us at info@clusterone.com

1 Description of Services

Clusterone provides a cloud-based software and services that enables users to use advanced machine learning technologies, collaborate on machine learning projects and deploy machine learning applications. Users can upload experimental data and perform analyses, execute computations and apply machine learning to the data. Users can also store such data in the cloud. Users can share with and collaborate with other users on projects.

2 Eligibility

You must be at least 18 years of age to access or use our Services. If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity's behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

3 User Accounts and Account Security

You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account.

4 Privacy

Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.

5 User Content

Our Services may allow you and other users to create, post, store and share content, including data, messages, text, photos, videos, code and other materials (collectively, "User Content"). Except for the license you grant below, you retain all rights in and to your User Content, as between you and Clusterone.

You grant Clusterone a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display your User Content and any name, username or likeness provided in connection with your User Content in order to provide the Services. When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) will be visible to other individuals using the Services ("Users") with whom you have chosen to share such User Content. You also understand that your username, email address and profile photo will be visible to other Users.

You acknowledge and agree that Clusterone may monitor, collect, use and store anonymous and aggregate statistics regarding use of the Services and/or any individuals/entities that interact with the Services and any data you upload.

You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.

6 Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You will not:

  • Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
  • Use or attempt to use another user's account without authorization from that user and Clusterone;
  • Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
  • Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
  • Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
  • Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;
  • Bypass or ignore instructions contained in our robots.txt file, accessible at robots.txt, that controls automated access to portions of our Services; or
  • Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

You may also only post or otherwise share User Content that is non-confidential and you have all necessary rights to disclose. You may not create, post, store or share any User Content that:

  • Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
  • Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
  • May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  • Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
  • Impersonates, or misrepresents your affiliation with, any person or entity;
  • Contains any unsolicited promotions, political campaigning, advertising or solicitations;
  • Contains any private or personal information of a third-party without such third-party's consent;
  • Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
  • Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose Clusterone or others to any harm or liability of any type.

In addition, although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.

7 Copyright and Limited License

Our Services and all content and other materials contained therein including, without limitation, all designs, text, graphics, pictures, photographs, videos, illustrations, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "Clusterone Content") are the proprietary property of Clusterone or its licensors or users and are protected by U.S. and international copyright laws.

You are granted a limited, non-transferable, non-exclusive and non-sublicenseable right and license to access and use the Services for your informational, commercial and personal use only. Such license is subject to these Terms. Except as expressly authorized by the Services, you may not: (a) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services or the Clusterone Content therein; (b) disassemble, decompile or reverse engineer the software components of the Clusterone Content ("Software"); (c) use the Services to store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (d) copy, frame or mirror any part or content of the Services; (e) build a competitive product or service, or copy any features or functions of the Services; (f) modify, disclose, alter, translate or otherwise make any derivative uses of the Services or the Clusterone Content, or any portion thereof; (g) interfere with or disrupt the integrity or performance of the Services; (h) attempt to gain unauthorized access to the Services or their related systems or networks; (i) use any data mining, robots or similar data gathering or extraction methods; (j) download (other than the page caching) any portion of the Services, the Clusterone Content or any information contained therein; (k) disclose to any third-party any performance information or analysis regarding the Services; (l) use the Software, or allow the transfer, transmission, export or re-export of the Software, in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency; (m) remove, alter or obscure any proprietary notices in or on the Services including copyright notices; (n) translate the Software or the Services or otherwise attempt to learn the source code, structure, algorithms or internal ideas underlying the Software or the Services or reduce the Software or the Services by any other means to a human-perceivable form; (o) disclose or make available passwords, user IDs or other credentials and login information that Clusterone has provided to you or that are generated in connection with your use of the Services other than to your authorized employees or independent contractors; (p) use the Service or the Clusterone Content other than for its intended purpose, or (q) cause or permit any third-party to do any of the foregoing.

Any use of the Services or the Clusterone Content other than as specifically authorized herein, without the prior written permission of Clusterone, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

8 Trademarks

Clusterone and any other name or slogan contained in the services are trademarks of Clusterone and may not be copied imitated or used in whole or in part without the prior written permission of Clusterone or the applicable trademark holder you may not use any metatags or any other hidden text utilizing Clusterone or any other name trademark or product or service name of Clusterone without our prior written permission in addition the look and feel of the services including all page headers custom graphics button icons and scripts is the service mark trademark and or trade dress of Clusterone and may not be copied imitated or used in whole or in part without our prior written permission all other trademarks registered trademarks product names and company or organization names or logos mentioned in the services are the property of their respective owners reference to any products services processes or other information by trade name trademark manufacturer supplier or otherwise does not constitute or imply endorsement sponsorship or recommendation thereof by us.

9 Feedback

Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about Clusterone or our products or Services (collectively, "Feedback"), is non-confidential and will become the sole property of Clusterone. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

10 Copyright Complaints

We have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Clusterone's Designated Agent as follows:

Designated Agent: Mohsen Hejrati

Address:
Clusterone, Inc.
1290 Sutter St
Suite 400
San Francisco, CA 94109

Toll Free Number: +1 (855) 906-5650

E-Mail Address: mohsen@clusterone.com

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Clusterone for certain costs and damages.

11 Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Clusterone and each of our respective officers, directors, agents, partners and employees (individually and collectively, the "Clusterone Parties") from and against any loss, liability, claim, demand, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of our Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services. You agree to promptly notify Clusterone Parties of any third-party Claims, cooperate with Clusterone Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the Clusterone Parties will have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Clusterone or the other Clusterone Parties.

12 Disclaimers

We do not control, endorse or take responsibility for any User Content or third-party content available on or linked to by our Services.

Your use of our Services is at your sole risk. Our Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Clusterone does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Clusterone attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

13 Limitation of Liability

Clusterone and the other Clusterone Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Clusterone or the other Clusterone Parties have been advised of the possibility of such damages.

The total liability of Clusterone and the other Clusterone Parties, for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid, if any, by you to access or use our Services.

The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Clusterone or the other Clusterone Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

14 Release

To the fullest extent permitted by applicable law, you release Clusterone and the other Clusterone Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

15 Transfer and Processing Data

By accessing or using our Services, you consent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.

16 Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Clusterone and limits the manner in which you can seek relief from us.

Except for small claims disputes in which you or Clusterone seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Clusterone seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Clusterone waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in Santa Clara County, California in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

You and Clusterone agree that any dispute arising out of or related to these Terms or our Services is personal to you and Clusterone and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

You and Clusterone agree that these Terms affect interstate commerce and that the enforceability of this Section 16 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Clusterone agree that for any arbitration you initiate, you will pay the filing fee and Clusterone will pay the remaining JAMS fees and costs. For any arbitration initiated by Clusterone, Clusterone will pay all JAMS fees and costs. You and Clusterone agree that the state or federal courts of the State of California and the United States sitting in Santa Clara, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND GOOD AI LAB WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 16 by info@clusterone.com. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 17.

17 Governing Law and Venue

THESE TERMS AND YOUR ACCESS TO AND USE OF OUR SERVICES WILL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF CALIFORNIA, WITHOUT REGARD TO CONFLICT OF LAW RULES OR PRINCIPLES (WHETHER OF CALIFORNIA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. ANY DISPUTE BETWEEN THE PARTIES THAT IS NOT SUBJECT TO ARBITRATION OR CANNOT BE HEARD IN SMALL CLAIMS COURT WILL BE RESOLVED IN THE STATE OR FEDERAL COURTS OF CALIFORNIA AND THE UNITED STATES, RESPECTIVELY, SITTING IN SANTA CLARA, CALIFORNIA.

18 Electronic Communications

By creating a Clusterone account, you also consent to receive electronic communications from Clusterone (e.g., via email or by posting notices on our Services). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

19 Terms of Sale

Please refer to our Terms of Sale for the terms, conditions and policies applicable to any purchases you make on or through our Services. By making a purchase on or through our Services, you agree to the Terms of Sale. We may change the Terms of Sale at any time without notice to you, so you should review them each time you make a purchase. By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total fees for the Services, if any (including any applicable taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, we will notify you and may terminate your access to the Services if you do not resolve the issue promptly. In the event that you want to change or update payment information associated with your user profile, you can do so at any time by logging into your account and editing your payment information.

20 Export Compliance

All or part of our Services may be subject to U.S. export control and economic sanctions laws ("Export Controls"). You agree to abide by all Export Controls as they relate to your access and use of our Services. You may not access or use our Services if you are located in a jurisdiction where the provision of our Services is prohibited by law (a "Prohibited Jurisdiction"), and you may not provide access to our Services to any government, entity or individual located in any Prohibited Jurisdiction. You represent and warrant that: (a) you are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; and (c) you will comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you are located.

21 Changes to these Terms

We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Services and update the "Last Updated" date above. We may also attempt to notify you by sending an email notification to the address associated with your account or providing notice through our Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.

22 Termination

We reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.

23 Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

24 Miscellaneous

These Terms constitute the entire agreement between you and Clusterone relating to your access to and use of our Services. The failure of Clusterone to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.