AGREEMENT TO BE BOUND BY CONTRACT TERMS
Please read these Terms of Service (“Terms”) thoroughly. By downloading, accessing or using OUST LABS, Inc.’s web and mobile applications, website (the “Site”) or other products or services (collectively, the “Services”), and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”) you agree to be bound by these Terms. Your access to and use of the Services are conditioned on you accepting and complying with the Terms. If you do not agree to be bound by these Terms, you should not use our Services.
OUST LABS, Inc. (“OUST” or “we” or “us” or “our”) may change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as sending a notification, posting a notice on the Services or updating the “Last Updated” date above. By continuing to use the Services you confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the Services. If you do not agree to the amended or updated Terms, you must stop using the Services and delete your OUST account.
By using our Services, you are voluntarily agreeing to be bound by OUST’s Terms of Service. If you do not understand any portion of the Terms, you should not use OUST’s Services.
In order to access and use the Services, you will need to register and create an account (your “Account”). When creating an Account, you may be required to provide certain PII about yourself or your child and will establish a username and a password. You agree to provide accurate, current and complete information about your Account.
When creating an Account, don’t:
- provide any false PII to us (including a false username) or create any Account for anyone other than yourself without such other person’s permission;
- use a username that is the name of another person with the intent to impersonate that person;
- use a username that is subject to rights of another person without appropriate authorization; or
- use a username that is offensive, vulgar or obscene or otherwise in bad taste.
We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any username that you create through the Services that violates our Terms. You are responsible for maintaining the confidentiality of your password and Account, and agree to notify us if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for activities that occur under your Account.
ACCESS TO OUST’S SERVICES.
OUST grants you a non-transferable, non-exclusive limited license to access and make personal use of the Services, subject to the Terms (“License”). The License allows you to use the Services for your personal, non-commercial use. The License also allows you to download, install any OUST applications related to the Services on a mobile device or computer that you own or control for your personal non-commercial use. OUST’s grant of the License does not permit you to duplicate, transfer, give access to, copy or distribute any part of the Services in any way, or use the Services in any manner not consistent with the Terms. Any unauthorized use terminates the License granted by OUST.
RIGHTS TO USE OF CONTENT
A. Rights to Posted, Transmitted or Shared Content
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
Except for the right to use the Services granted by the License and the License granted to use the Services, OUST does not claim any ownership interest in the Content you submit, provide, transmit, share or post. Your Content will remain your Content. In light of the foregoing, OUST does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services.
By posting, submitting, transmitting or sharing Content during your access and use of the Services, you understand that OUST may need, and you expressly warrant and confirm that you have the right and ability, and hereby grant OUST, the right to use, modify, adapt, reproduce, distribute and display Content you transmit, post or share during your use of the Services solely to the extent necessary to provide the Services. You also expressly warrant and represent that you own or have obtained all necessary right, licenses and permission to submit, post, transmit, upload, reproduce, distribute and submit all Content.
You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will OUST be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
B. Restrictions on Content, Prohibited Uses and Termination and Removal
You agree not to use the Services to upload, share, post, transmit, distribute, or otherwise use any Content:
- (a) that violates, misappropriates, or infringe on the rights of any persons or entity, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, contractual, statutory, or any other rights arising under the laws of the any applicable jurisdiction (collectively, “Third-Party Rights);
- (b) that is tortious, libelous, defamatory, false, or intentionally misleading;
- (c) that is harassing, abusive, threatening, harmful, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable;
- (d) that is harmful to minors in any way;
- (e) that constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (f) that violates of any law, regulation, or contractual obligations
OUST reserves the right at all times, but shall not be construed to have any obligation, to remove or refuse to distribute any Content on the Services, to suspend or terminate users, and to reclaim usernames without liability to you. OUST also reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce the Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of OUST its users and the public.
Copyright Infringement Policy
OUST is committed to promptly process and investigate notices of alleged copyright infringement, and take appropriate actions pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 512 (“DMCA”). We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, OUST will also terminate a user’s account if the user is determined to be a repeat infringer.
If you believe that your Content has been used in such a way that violates or infringes on your copyrighted Content, you may notify us by contacting our designated agent:Oust Labs, Inc. c/o Nocos & Kudiya, LLP 805 Veterans Blvd., Ste. 301 Redwood City, CA 94063 (650) 366-0455
APPLICATION OF THE TERMS
The Terms will continue to apply until you or OUST terminates them as follows: (a) You discontinue using the Services; or (b) OUST may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason.
DISCLAIMERS AND LIMITATIONS OF LIABILITY
This section intends to limit the liability of OUST, its subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “OUST Entities”). The provision below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
YOU AGREE THAT YOUR USE OF THE SERVICES OFFERED BY OUST SHALL BE AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OUST ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE OUST ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID OUST, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE OUST ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold harmless the OUST Entities from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your use of the Services caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Services.
OUST’S failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
In the event that any provision of these Terms is held to be void, invalid, unlawful or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
CONTROLLING LAW AND JURISDICTION
The Terms and any action, claims, dispute related to the Terms will be governed by the laws of the State of California, including consumer, civil and criminal laws of the State of California, without regard or application of an conflicts of law provisions of your state or country of residence.
You are agreeing to consent in advance to personal jurisdiction in the State of California. OUST, Inc. is a Delaware-registered corporation with its main headquarters in California. Any dispute that may arise in the future between yourself and OUST, Inc. will be subject to the laws of California, including consumer, civil, and criminal law. If you do not agree with this forum selection, do not use or download OUST, Inc.’s mobile application, website, or any other services.
If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of California (excluding choice of law).