Terms of Service

These terms of service, together with the Order, any other agreements or terms incorporated by reference, including the Privacy Policy available at cleaos.com (the “Terms“) govern your use of the Services. These Terms constitute a binding and enforceable legal contract between Company and You. By accepting these Terms electronically by clicking a box indicating your acceptance, by signing an Order Forst referring to these Terms (the “Order”), or by using the Services, you agree to these Terms. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term “You” will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these Terms, you must not accept these Terms or use the Services.

1. Definitions
   
   1. “Account” means an online account registered by you for the purpose of using the Services.
   2. “Additional Services” means any professional and/or additional services that You purchased as part of the “Services” as set forth in the Order.
   3. “Content” means any files, data, audio, material and information submitted, uploaded and stored by You through the Platform, including without limitation pre-existing visual content necessary and used as basis for modification or generation of Marketing Content via the Platform.
   4. “Marketing Content” means either (i) a new generated visual (photo or video) file; or (ii) a modification, derivative or enhancement of the Content, in each case generated by the Services through Customer’s use thereof.
   5. “Platform” means Company’s online solution for collecting and organizing patient before and after treatment images, and utilize them for growth generating activities such as sales, marketing, treatment validation, clinic observability and more “Services” means any applications, products, services (including any Additional Services, to the extent applicable), documentation, and software made available through the Platform.
   6. “Third Party Services“ means any service, products, software or application that is provided by a third party and interoperates with a Service. Such Third Party Services may be offered via a dedicated website, including without limitation third party AI models.
   7. “User Data” means data relating to Your use of the Platform and Services, including but not limited to information related to:
      
      1. Your contact and payment information, including email addresses and credit card or other payment remittance information; You are responsible for ensuring that payment information that is exchanged between You and your clients is not transmitted over the Platform.
      2. Your statistical data, device generated reports and audit logs,
      3. Your settings, preferences chosen, and resource usage, 
      4. Your free text submitted by You, and screen recording sessions.
   8. “We“, “Us“, “Company” or “Our” refers to Cleaos, Inc.
   9. “You” or “Customer” means the company or other legal entity and its affiliates for which you are accepting these Terms.
2. The Services
   
   1. Registration. Following the initial registration of an Account, subject to your compliance with the Terms, you will have the ability to (i) access the Platform, use the Services and generate Marketing Content solely for the purpose of your internal business activity, (ii) use, copy, publish and translate the Marketing Content, for internal and commercial purposes; and (iii) use and make a reasonable number of copies of the technical documentation provided by Company (“Documentation”) to make use of the Services. We may update the Services from time to time, including adding or removing functions.
   2. Charges. In consideration of the Services and, if applicable, any Additional Services, Customer shall pay Company the fees as described in the Order (“Fees”), in accordance with the payment terms set out therein and Section ‎7.1 below. 
3. Registration and User Account
   
   1. Establishing an Account. You must register and establish an Account in order to use our Services. You may elect to have multiple Accounts.
   2. Account Information. You must safeguard and not disclose your Account username and password and you must supervise the use of such Account. You must provide us accurate and complete information in order to create an Account. You agree to keep your Account information up to date and accurate. Any Services provided in connection with Your Account will be charged to your Account. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT. You must notify us immediately of any unauthorized use of your Account or any other breach of security.
   3. Administrator. When you initially register for and create an Account, you are, or a party that you authorize is, the administrator (“Administrator”). Administrators may authorize additional individuals to access the Services through the same Account (“Users”). Users may include, for example, your employees, contractors and agents. These Terms apply to any User of the Services.
   4. Access Rights. The Administrator is responsible for Users’ access to the Services. Depending on the types of access rights the Administrator grants to Users, Users may be able to delete, copy, or view the Content and data accessible in your Account. The Administrator is solely responsible for the access to the Services granted to Users and it is the Administrator’s sole responsibility to add or remove access rights to Users. We are not responsible for the internal management or administration of the Services. You are responsible for Users’ compliance with these Terms. A violation of any provision of these Terms by a User may result in the termination of an Administrator’s or any User’s access to the Services. If you choose to close or terminate your access to a Service or Additional Service, Users will no longer be able to access such Service or any of the Content within such Service. Company may from time to time send you communications, unless you have opted not to receive them.
   5. Deletion of Account. You may delete your Account at any time, provided that any Content and other information and data entered into the Services, before deletion of the Account, may be stored and used  by the Company pursuant to Section 9.4 below.
   6. Use of Data. Company may collect User Data, and You hereby grant Company permission to collect User Data available on the Platform and to use such User Data to improve the Platform performance and functionality and improve services and support to Company customers and for other business purposes including monitoring, statistical data gathering, diagnostics, comparative analyses, press and supplies utilization, complementary solutions usage, security and software integrity assurance, remote control and support and click performance tracking and billing.  Company may further use User Data (i) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (ii) to comply with any applicable law, regulation, subpoena, discovery request or court order; (iii) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; (iv) to enforce/protect the rights and properties of Company or its affiliates or subsidiaries; or (v) with the prior informed consent of the data subject about whom the personally identifiable information pertains.
4. Your Content
   
   1. License to Content. You grant us a worldwide, non-exclusive license to host, copy and use your Content as required in order to provide You with the Services (including the creation of any Marketing Content), and to improve the Services. Subject to this limited license we do not acquire any right in your Content and You or your licensors retain all rights and ownership to your Content. You warrant that You have full rights to provide to us any Content that You provide through the Platform. We have policies in place to limit the access of our employees to Content. Where policies permit access to the Content, it is only for the purpose of supporting You in your use of the Services.
   2. Responsibility for Content. Customer hereby represents and undertakes:
      
      1. to provide the necessary information required for the integration of Customer’s social media accounts, including but not limited to Instagram and TikTok, with your Account. Such integration shall be subject to Section 6 below and conducted in compliance any privacy or security requirements as dictated by applicable law or the Company’s policies.
      2. to provide Company with complete and accurate information necessary to perform the Services, including, but not limited to the Content. Customer acknowledges and agrees that the performance and accuracy of the Services, and the quality of Marketing Content, depends on the quality, completeness and timeliness of the Content provided to Company, and on Customer providing Company with prompt notice upon any changes in required information;
      3. not to provide Company with Content for which Customer does not have all the rights necessary to grant Company the license as described in Section ‎4.1 above;
      4. to use the Platform, the Marketing Content, the Services, and all related software and Documentation in compliance with all applicable laws and regulations, including but not limited to applicable data security and privacy laws;
      5. to manage and secure all login credentials used by Users in connection with their use of the Platform and protect the same against unauthorized use or disclosure using reasonable standard in the industry. Customer shall be liable for all actions taken on the Platform through use of the login credentials of its Users; and
      6. use the Services, Platform and Marketing Content in compliance with Company’s policies made available to Customer, including via the Company’s website.
   3. Customer hereby acknowledges and agrees that the Company will use the Content provided by the Customer as set forth in these Terms and the Order and for the purpose of providing the Services, and hereby represents  and warrants to Company that (i) it has obtained all necessary and explicit consents from its data subjects for the Company’s use and processing of such Content, as described herein; (ii) it has all rights to permit Company’s use of and grant Company the licenses set out in Section ‎4.1, including the right to publish, modify and create derivative works of the Content; and (iii) to the extent the Content contains the personal information of any individuals, that it possesses sufficient legal bases to share such information with and permit the processing of such information by Company.
      
      
   4. Publicly Available Content.
      
      1. Certain services provided by us may allow members of our community to share content related to our product offering, including without limitation the Marketing Content. All Content added, created, uploaded, submitted, distributed, or posted publicly to the Platform by you (collectively “User Content”), is your sole responsibility. You represent that all User Content provided by you is in compliance with all applicable laws, rules and regulations and does not infringe, misappropriate or otherwise violate the rights of any third parties, including any intellectual property rights or publicity rights.
      2. By submitting User Content through the Services, you hereby assign all rights in and to such User Content to us, including the right to use, display, perform, and otherwise fully exploit the User Content in connection with the Services. You hereby explicitly agree that (a) the other users of the Services shall have the right to comment on your User Content and/or to use, publish, display, modify or include a copy of your User Content as part of their own use of the Services, and (b) we have the right to use any of your User Content in connection with our Services, including improving and enhancing our other Service offerings.
      3. You shall not (and shall not permit any third party to) upload, download, post, submit or otherwise distribute or facilitate distribution of any User Content on or through the Services, that is not related to cyber security vulnerabilities or their resolution, or that (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (ii) you know is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Us in Our sole discretion; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; (vi) impersonates any person or entity, including any of our employees or representatives; or (vii) includes anyone’s identification documents or sensitive financial information.
      4. We do not guarantee that any User Content will be made available on the Website or through the Services. User Content may be moderated by Vicarious, in accordance with the provisions of these Terms. We reserve the right to, but do not have any obligation to (i) remove, edit or modify any User Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content or if we are concerned that you may have violated these Terms), or for no reason at all; and (ii) remove or block any User Content from the Services. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request; (b) enforce these Terms, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security or technical issues; (d) respond to user support requests; or (e) protect the rights, property or safety of us, Our users and the public 
5. Copyright Policy
   
   1. We respect the intellectual property rights of others. In accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (“DMCA”), we have adopted a policy of, upon notice, restricting access to or deleting content that infringes a third party’s copyright and, in appropriate circumstances and in our sole discretion, terminating account holders or other users of the Services who are deemed to be repeat infringers of a third party’s copyrighted work.
   2. If you believe that anything on the Platform, including User Content, infringes any copyright that you own or control, you may file a notice of such infringement by providing the following information in writing:
      
      • identification of the copyrighted work that is claimed to be infringed;
      • identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Services;
      • information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
      • a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
      • a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
      • the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

        Notices of copyright infringement claims should be sent by mail to:  [email protected].

   3. A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others

       

6. OTHER PRODUCTS AND SERVICES
   We may allow you to integrate your Account with Third Party Services. We will not be responsible for any act or omission of the third party that provides the Third Party Services, including the third party’s access to or use of Content, and we do not warrant or support any Third Party Services.
   
   
7. Fees and Payment
   
   1. Payment Terms. You will pay, and You authorize Company or any of Company’s resellers to charge using your selected payment method for, all fees with respect to the Services subscribed to by You as set out in the Order. Fees are non-refundable except as required by law.
   2. Billing Information. You are responsible for providing complete and accurate billing and contact information and to update us of any changes to such information.  Billing may be performed by a third party service provider of Company. We may suspend or terminate the Services if fees are past due.
   3. Taxes. Our fees do not include taxes, levies or duties, such as value added tax, sales or use tax and any other similar charges. We will charge tax if we are required to do so.
      
      
8. Use Obligations and Restrictions
   1. Obligations. You agree to do each of the following in connection with your use of the Services: (i) comply with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control; (ii) pay the Fees for the Services, if applicable, when due; (iii) use reasonable security precautions for providing access to the Services by your Users, customers or other individuals to whom You provide access.
   2. Restrictions. You must not misuse the Services. For example, you may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; or (d) attempt to disable, impair, or destroy the Services or Platform.
      
      
9. Intellectual Property Rights; Confidentiality; Feedback
   
   1. 1. Retention of Rights.
         
         1. All intellectual property rights in the Platform, Services, Marketing Content, Documentation and any part thereof, including any and all derivatives, modifications and enhancements thereof lie exclusively with Company. Company retains all ownership rights to the Marketing Content generated through its Services, and may use the Marketing Content to analyze, improve its internal models, and enhance its Services, provided that such use is in compliance with all applicable privacy laws. The Company hereby grants Customer a perpetual, non-exclusive, non-transferable, royalty-free, non-sublicensable, limited, revocable right to use the Marketing Content for internal and business  purposes, including marketing, sales and branding. Customers may not resell, sublicense, or distribute the Marketing Content to third parties for commercial gain, except under a specific subscription tier, if and when introduced, which will allow for such use. Such use under the specific subscription tier shall be subject to compliance with applicable laws, including without limitation data protection and privacy laws, and additional terms as may be outlined by the Company. 
         2. All rights not expressly granted to You under these Terms are reserved by Company and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform and any of their related intellectual property rights. The Terms do not convey to You an interest in or to Company’s intellectual property rights. Nothing in the Terms constitutes a waiver of Company’s Intellectual Property Rights under any law.
         3. Customer shall not, and shall not attempt or permit any third party to (i) infiltrate, hack, reverse engineer, decompile, or disassemble the Platform or Services, or use the Platform, Services or Marketing Content to build a competitive service or product; (ii) represent that it possesses any proprietary interest in Platform, Service, Documentation or any part or derivative thereof; (iii) directly or indirectly, take any action to contest Company’s intellectual property rights or infringe them in any way; (iv) except as specifically permitted in writing by Company, not use the name, trademarks, trade-names, and logos of Company; (v) except as specifically permitted herein, copy any part or content of the Platform or the Documentation; (vi) copy any features, functions or graphics of the Platform, or create any derivative or modification of the Services or Platform other than Marketing Content; (vii) remove the copyright, trademark and other proprietary notices contained on or in Company’s Platform, Services or Documentation, or attempt to register the aforementioned under its own name.
         4. All intellectual property rights in the Content, and Customer Confidential Information, and any derivative, enhancement or modification thereof (other than the Marketing Content) lie exclusively with Customer or its licensors.
      2. Confidentiality.
         
         1. The receiving party agrees (i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, employees, advisors, consultants, or contractors (collectively, its “Representatives”) on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein; (ii) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under these Terms; (iii) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if the receiving party is required by legal process or applicable law, rule, or regulation to disclose any of the disclosing party’s Confidential Information, then prior to such disclosure, if legally allowed, receiving party will give prompt notice to the disclosing party so that it may seek a protective order or other appropriate relief.  The confidentiality obligations hereunder shall expire five years from the date of termination or expiration of these Terms (and with respect to trade secrets- in perpetuity) and shall supersede any previous confidentiality undertakings between the parties. 
         2. For the purposes hereof, “Confidential Information” means any proprietary or trade secret information disclosed by one party to the other which can be reasonably understood under the circumstances to be confidential, but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of these Terms; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of these Terms and/or any use of or reference to the Confidential Information.  For avoidance of doubt, Customer IPR shall be deemed Customer Confidential Information.
      3. Feedback. To the extent You provide us any feedback, comments or suggestions (“Feedback“), you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services.
      4. Aggregated Data. Customer hereby grants to Company a worldwide, perpetual, non-exclusive, non-sublicensable, non-transferable, royalty-free, license to collect, train on, publish and analyze anonymized data obtained by Company through the Services concerning the Services, the Platform, the Marketing Content and usage of and effect on users, in order to perform the Services, to improve the Services (including for model training), and to create new products and services, provided that the aforementioned data will not identify Customer, its Users or other user or any individual, or contain Customer Confidential Information.
         
         
10. Third Party Services; Third Party AI Models. Customer acknowledges and agrees that the Services may either enable integration with certain Third Party Services to enable certain functionalities, or make available to Customer the provision of services by certain third party service providers, including third party AI models (“Third Party AI Models“). Such Third Party Services are beyond Company’s control and Customer shall engage their providers directly pursuant to such third party providers’ own agreements, terms and conditions, privacy and other policy, but their operation may impact, or be impacted by, the use and reliability of the Services. Customer’s interaction and use of such Third Party Services in connection with the Services does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Company, or by such third party of Company, and nor any affiliation between them. Company does not assume any responsibility or liability for any Third Party Services (including the Third Party AI Models), or their terms of service, privacy policies, acts or omissions (including but not limited to the Third Party AI Models).
    
    
11. Privacy; DPA; Data Security
    1. To the extent Company processes personal information (as such term is defined in applicable privacy laws, rules, acts, decrees, directives, regulations and binding regulatory guidance, on any state or federal level, pertaining to data privacy, data security and the protection of personal data, including, without limitation, in California, Colorado, Connecticut, Utah, Virginia, Texas, Oregon, Florida, Montana, Iowa, Delaware, New Jersey, New Hampshire, Nebraska, as well as any future laws, amendments, or regulations that may be enacted or promulgated governing data protection within the United States – collectively –”US Privacy Laws“) on Customer’s behalf, the Company shall not:
       1. process the personal information other than on Customer’s documented instructions;
       2. sell or share Personal Data (as the terms “sell” and “share” are defined under US Privacy Laws) disclosed to or collected by it (or on its behalf) in connection with the agreement between the parties, or, except as necessary to perform the Services, retain, collect, use or disclose said personal information, for any purpose, including commercial purposes, other than for the business purpose (as defined under US Privacy Laws);
       3. retain, use or disclose the personal information disclosed to it or collected by it (or on its behalf) in connection with the agreement between the parties, outside the direct business relationship between the Company and the Customer, unless otherwise permitted under US Privacy Laws;
       4. combine the personal information of consumers that it collects, receives from, or on behalf of, the Customer with personal information that the Company receives from, or on behalf of, another person or persons or collects from its own interaction with consumers unless and solely to the extent necessary to perform the business purpose.
    2. Company acknowledges and understands its obligations under this clause, and will comply with them.
    3. Customer will not share with Company any “protected health information” or personal data which constitutes “sensitive personal data” under applicable law without Company’s prior written consent and the appropriate agreement or DPA in place.
    4. Company will undertake measures, policies and procedures designed to (a) protect the Services and Content against accidental or unlawful loss, access, or disclosure, (b) identify reasonably foreseeable and internal risks to Content’s security and unauthorized access to them, and (c) minimize such risks. In addition Company will inform Customer without undue delay after it becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Content transmitted, stored or otherwise processed.
    5. To the extent required by any other privacy laws, the parties will enter into a data processing addendum (DPA) based on the Company’s form.
       
       
12. Indemnification
    You will indemnify, defend, and hold harmless Company, its affiliates, resellers, employees and agents (the “Indemnified Parties“) from and against all liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of any claim, demand, suit or proceeding by a third party alleging that your Content or your use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law or that your use of the Services is in violation of these Terms.
    
    
13. Disclaimers of Warranties
    
    1. THE SERVICES ARE PROVIDED ON AN “AS IS”, AND “AS AVAILABLE” BASIS, AND COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF SERVICE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS. COMPANY FURTHER DISCLAIMS ANY WARRANTY THAT THE PLATFORM AND/OR THE SERVICES WILL BE SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF DEFECTS. COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE THIRD PARTY SERVICES, OR ANY PROFIT OR PROFIT MARGIN TO BE MADE OR INCREASED DUE TO USE OF THE SERVICES OR THE MARKETING CONTENT.   
    2. CUSTOMER ACKNOWLEDGES THAT COMPANY SHALL NOT BEAR ANY LIABILITY OR RESPONSIBILITY FOR FAULTS, ERRORS OR ERRONEOUS MARKETING CONTENT PROVIDED ON THE BASIS OF UNTIMELY, INCOMPLETE, INACCURATE, FALSE OR MISLEADING CONTENT, CUSTOMER CONFIDENTIAL INFORMATION OR ANY OTHER INFORMATION PROVIDED BY CUSTOMER OR THE USERS.
    3. IN ADDITION, COMPANY WILL NOT BE LIABLE IN ANY WAY FOR CUSTOMER’S LACK OF RIGHT OR PERMISSION TO PROVIDE COMPANY WITH THE CONTENT, THE CUSTOMER CONFIDENTIAL INFORMAITON AND THE LICENSES REQUIRED BY COMPANY TO PERFORM THE SERVICES.
       
       
14. Limitation of Liability
    
    1. 1. IN NO EVENT WILL COMPANY BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
       2. IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, PROVIDED THAT, WITH REGARD TO DATA SECURITY AND PRIVACY BREACHES, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY, AND THE TOTAL AMOUNT A PARTY WILL BE REQUIRED TO SPEND IN CONNECTION WITH ITS RESPECTIVE OBLIGATION THERETO, SHALL NOT EXCEED TWO (2) TIMES THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO COMPANY DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES.
       3. THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW, AND IN CASE OF WILLFULL MISCONDUCT, FRAUD, BREACH OF THE INTELLECTUAL PROPERTY OR CONFIDENTIALITY OBLIGATIONS HEREUNDER (OTHER THAN DATA SECURITY OR PRIVACY BREACHES), OR WITH RESPECT OF CUSTOMER’S INDEMNIFICAITON OBLIGATIONS HEREUNDER
          
          
15. Term and Termination
    1. Term. These Terms commence on the date you first accept them (as set forth in the preamble of these Terms) and will remain in effect for the Term set out in the Order.
    2. Termination. We may suspend or terminate your access to the Services at any time at our discretion and without notice if You do not comply with these Terms. Upon termination of the Services to You, the Account will be terminated, and from the date of termination You will no longer be able to access your Account. In addition, either party may terminate these Terms immediately by giving written notice to the other party if: (i) the other party breaches a material provision of these Terms and fails to cure the breach within seven days after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.
    3. Consequences of Termination. Upon termination of these Terms, Customer will immediately cease use of the Platform, Marketing Content and any Services, each party shall return to the other party or destroy (at disclosing party’s option) all of the other party’s Confidential Information in its possession and any outstanding undisputed Fees shall become due and payable. In addition, upon termination of these Terms, the Customer will be automatically downgraded to a freemium plan, resulting in the loss of access to paid features, including but not limited to their full gallery of and asset library, including the Marketing Content. The Company reserves the right to modify this policy at its discretion. In the event that termination is requested by the Company, access to the paid features will be retained until the conclusion of the current billing period.
    4. Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights; Confidentiality; Feedback, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.
       
       
16. Governing Law and Jurisdiction
    These Terms are governed by the laws of the state of New York excluding rules as to choice and conflicts of law and the courts in the state of New York, NY will have jurisdiction. You and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
    
    
17. General
    1. Export Restrictions. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You will not permit Users to access or use the Services in any country which is subject to an embargo by the United States and shall not use the Services in violation of any other export restriction. In addition, You shall not provide the Services to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
    2. Changes to Terms. Company may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Platform website. You are responsible for checking the website regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms.
    3. Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
    4. Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
    5. Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Company.
    6. Entire Agreement. These Terms contain the entire agreement between Company and You relating to your use of the Services and supersedes any and all prior agreements between Company and You in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Company in these Terms.
    7. Assignment. You may not assign your rights or delegate your obligations under these Terms without Company’s prior written consent. Any purported assignment contrary to this section will be null and void. Company may assign its obligations hereunder among the various Company entities within the Company Inc. group, by a change to the definition of Company hereunder which change will become effective upon posting on the Platform website.
    8. No Third Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this section, Users are not third-party beneficiaries to your rights under these Terms.
    9. Publicity. Company may use Customer’s name and list Customer amongst its client on Company’s website and marketing materials. In addition, subject to Customer’s written approval of the content, Company may issue publicity or general marketing communications concerning its involvement with the Customer, including a case study, and Customer agrees to reasonably cooperate with and contribute to such case study.