This Vettd Studio agreement (the "Agreement")provides the terms and conditions that govern the use of Vettd, Inc. (“Vettd”) Studio platform (“Vettd Studio”). If you do not agree with any of the terms and conditions of this Agreement, Vettd does not grant you a license to use Vettd Studio. Vettd will make reasonable efforts to notify Users of material changes to this Agreement but specifically reserves the right to update and change these terms and conditions from time to time without notice.  By continuing to use Vettd Studio, you agree to the changes.

Vettd Studio is owned and licensed by Vettd to you based upon the terms and conditions set forth in this text. Vettd Studio rights are not to be sub-licensed or transferred to other parties. These terms and conditions define your legal use of Vettd Studio.

1. PURPOSE OF THIS AGREEMENT

a. Vettd Studio is a “no-code” platform that allows analysts and developers (“User(s)”) to create limited artificial intelligence model(s) (“AI Model(s)”) including the ability to:

i. Create or input a desired taxonomy

ii. Upload and audit training data to that taxonomy

iii. Kick-off the model training process

iv. Measure the accuracy of your newly trained model.

b. User wishes to access Vettd Studio to create AI Models for testing and evaluation. Vettd is willing to grant such access to Vettd Studio, subject to the terms of this Agreement.

c. If User has or enters into a Master Services Agreement with Vettd, the Master Services Agreement and any associated Statements of Work(“Master Services Agreement”) shall supersede this Agreement.

2. VETTD STUDIO OFFERINGS AND PRICING

a. Vettd Studio offers Users different levels of monthly and annual pricing options depending on their needs.  Users will agree to specific pricing levels and terms in a separate agreement or during online signup.  

3. TERM AND TERMINATION

a. Your license to use Vettd Studio under these terms and conditions remains active until it is terminated by either you, the User, or Vettd. You may terminate your license by discontinuing use of Vettd Studio. Vettd reserves the right to terminate your license at any time for any reason. Your rights to use Vettd Studio are terminated if:

i.     The User violates any of these terms and conditions

ii.     Vettd sends you notice of termination

iii.     Vettd terminates your access to Vettd Studio

iv.     The User fails to pay in accordance with the agreed upon pricing terms.

b.  In the event User and Vettd enter into a MasterServices Agreement, this Agreement shall terminate automatically upon the effective date of the Master Services Agreement.

4. VETTD STUDIO LIMITATIONS  

a.  Vettd reserves the right to rate limit data volume or block a User making an extensive number of calls or calls to Vettd Studio or consuming excessive bandwidth. Rate limits may be imposed to ensure the health of Vettd Studio by maintaining a functional environment for all Users. Rate limits maybe subject to agreements outside the scope of this Agreement.

b. Vettd requires the ability to make changes to Vettd Studio. As updated versions of Vettd Studio are made available, older versions of Vettd Studio may no longer be supported and may be deprecated without notice.

5. LICENSE GRANT AND RESTRICTIONS

a. Subject to User’s compliance with the terms and conditions herein, Vettd grants to User a limited, non-exclusive, non-transferable, non-sublicensable, revocable (as specified herein) license to use Vettd Studio solely and exclusively for the purpose of developing, evaluating and testing AI Model(s) subject to the following restrictions:

i. (i)User shall not take any action that violates Vettd’s proprietary rights; (ii) User must ensure that only employees and sub-contractors who are authorized to do soon User’s behalf for a legitimate business purpose under the Agreement, shall use Vettd Studio, and User shall ensure that any such employees and sub-contractors comply with the terms and conditions herein; (iii) User shall not use, copy, modify, sell, distribute, assign, share, or otherwise transfer any part of Vettd Studio or any AI Model(s) to any third party, except as expressly set forth herein; (iv) User is not entitled to receive or access the source code format of Vettd Studio; and (v) under no circumstances may User attempt to create or permit others to attempt to create, by reverse-compiling or reverse-assembling, decompiling or otherwise, any part of Vettd Studio or other information provided to User by Vettd.

ii. User shall not represent itself to be an agent for Vettd and will not make any representation, warranty, certification or commitment on behalf of or in the name of Vettd or with respect to any Vettd Services.

iii. In addition, User shall not:

• Spam or harass users using Vettd Studio.

• Attempt to conceal or cloak your identity when requesting authorization to use Vettd Studio.

• Cache or store personnel data other than for reasonable periods of time in order to develop, evaluate and test your AIModel(s).

• Use Vettd Studio for any application that promotes or is used in connection with spyware, malware, adware or any other malicious programs or code.

• Submit to Vettd Studio any material that is illegal, misleading, defamatory, indecent or obscene, threatening, infringing upon any third-party proprietary rights, invasive of personal privacy or otherwise objectionable, or use Vettd Studio to send unsolicited commercial emails to any person.

• Use Vettd Studio in any manner that violates any law, regulation, export control, or right of any person including, but not limited to, intellectual property rights, privacy rights or rights of personality.

• Use Vettd Studio in any manner that adversely impacts the stability of Vettd servers, services or websites including adverse impacts on the behavior of others using Vettd Studio.

• Sell, lease, sub-license or provide access to Vettd Studio to derive revenues from the use or provision of Vettd Studio unless agreed to in writing between the User and Vettd.

b. User is responsible for ensuring any PersonalData entered into Vettd Studio is in compliance with all applicable privacy laws (“Personal Data” means any information relating to an identified or identifiable person or entity; an identifiable person or entity is one who can be identified directly or indirectly from such data). All data entered into Vettd Studio by User will remain the sole property of User to the full extent provided by law. User will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all data and shall be deemed the data controller of data. Vettd shall have no liability for any data or information entered through User’s use of Vettd Studio.

c. If User violates the terms of this Section 4, User’s rights in Vettd Studio shall automatically terminate.

6. VETTD STUDIO SUPPORT

a. Vettd may elect to provide you with technical support for Vettd Studio, in its sole discretion and may terminate such support at anytime without notice. Vettd may change, suspend or discontinue any aspect of Vettd Studio at any time. Vettd may impose limits to features and services and/or restrict access to all or parts of Vettd Studio, Vettd websites or Vettd services without notice or liability.

7. INTELLECTUAL PROPERTY RIGHTS

a. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights.

b. All right, title and interest in and to Vettd Studio, including all Intellectual Property Rights embodied therein, shall at all times remain vested in Vettd (or its licensors). Other than the express rights granted to User under this Agreement, no rights or licenses, express or implied, are granted to User and Vettd reserves all such rights.

c. Nothing in this Agreement gives either party the right to use any of the other party’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

d. From time to time during the term of this Agreement, User may      provide Vettd with information, suggestions or input related to Vettd’s      products, documentation and/or Services, including without limitation      changes or suggested changes to current or future products,      documentation, and services (“Feedback”). User grants Vettd a      worldwide, royalty-free, non-exclusive, perpetual and irrevocable right      to use all Feedback for any purpose, including without limitation, incorporation of Feedback into Vettd Services or other products without      compensation or attribution to the User.

e. User agrees not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that maybe affixed to or contained within Vettd Studio.

8. INDEMNIFICATION

a. To the maximum extent permitted by applicable law, User agrees to hold harmless and indemnify Vettd and its subsidiaries, affiliates, officers, agents, licensors, co-branders, partners and employees from and against any third-party claim arising from or in any way related to your use of Vettd Studio, including any liability or expense arising from all claims, losses, actual or consequential damages, lawsuits, judgements, litigation costs and attorneys’ fees of every kind and nature.

9. DISCLAIMER AND LIMITATIONS OF LIABILITY

a. VETTD STUDIO IS PROVIDED TO USER ON AN “AS IS” AND “AS AVAILABLE” BASIS. VETTD HAS NO OBLIGATION TO PROVIDE SUPPORT OF ANY KIND UNDER THIS AGREEMENT.  VETTD HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING VETTD STUDIO, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  NEITHER VETTD NOR ITS LICENSORS WARRANT THAT VETTD STUDIO WILL MEET USER’S REQUIREMENTS, THAT OPERATION OF VETTD STUDIO WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. VETTD IS NOT RESPONSIBLE FOR SOFTWARE USED BY USER, OR FORTHE OPERATION OR PERFORMANCE OF THE INTERNET OR ANY OTHER NETWORK.

b. INNO EVENT SHALL VETTD BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY LOST BUSINESS OR PROFITS) ORANY LOSS, DAMAGE, MISAPPROPRIATION, OR DESTRUCTION OF USER DATA ARISING IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY IS BASED IN CONTRACT,TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH CLAIMS. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SINCE SOME JURISDICTIONS MAY PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

c. USER UNDERSTANDS AND AGREES THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED FROM VETTD STUDIO IS AT YOUR OWN DISCRETION AND RISK. YOU UNDERSTAND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR BUSINESS INTERRUPTION THAT RESULTS FROM THE DOWNLOAD OF CONTENT. VETTD SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY INFORMATION OR CONTENT REFERENCED IN OR APPEARING IN VETTD STUDIO. YOUR PARTICIPATION IN AND USE OF VETTD STUDIO IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH VETTD, ITS EMPLOYEES OR THIRD PARTIES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE THAT YOUR USE OF VETTD STUDIO IS AT YOUR SOLE RISK.

10. GENERAL

a. Headings.The headings and captions used in this Agreement are for convenience only and are not intended to be used as an aid to interpretation.

b. Severability. The provisions of this Agreement are severable, and if any part of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement will not be affected.

c. Binding Agreement. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

d.  No Waiver. Vettd’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

e. Applicable Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Washington without regard to the choice of law provisions thereof and applicable US federal law.  The United Nations Convention on Contracts for the International Sale of Goods will not apply. The parties hereby irrevocably consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in Seattle, Washington for the purpose of any action or proceeding brought by either of them in connection with this Agreement or the relationship of the parties.

f. Independent Contractors.  User and Vettd are acting hereunder as independent contractors, and under no circumstances will any of the employees of one party be deemed the employees or agents of the other for any purpose.

g. Entire Agreement. This Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the parties regarding this subject matter.

Updated April 15, 2020