ApertureData Terms of Service
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Last Updated: 10/10/2024

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Welcome, and thank you for your interest in ApertureData Inc. (“ApertureData,” “we,” “our,” or “us”) and our website at www.aperturedata.io, along with our related websites, networks, applications, clients, software, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and ApertureData regarding your use of the Service.

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PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR “DEMO TRIAL,” OR BY ENTERING INTO AN ENTERPRISE AGREEMENT, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING APERTUREDATA’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND APERTUREDATA’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY APERTUREDATA AND BY YOU TO BE BOUND BY THESE TERMS.

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ARBITRATION NOTICE. EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION 14, YOU AGREE THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THESE TERMS, YOU AND APERTUREDATA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. (SEE SECTION 14.)

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1. ApertureData Service Overview. ApertureData offers ApertureDB, a unique database specially designed for multimodal data, as well as a software client that users can install on their local computer to interact with the server (together, the “Software”). The Software stores and manages images, videos, and associated metadata like annotations and feature vectors. It natively supports complex searching and preprocessing operations like zoom, crop over media objects to enable analytics use cases. Users must install the Software on their own cloud or on-premise hardware, or use the “sandbox” server hosted by ApertureData.
2. ‍Eligibility. You must be at least 18-years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (1) you are at least 18-years old; (2) you have not previously been suspended or removed from the Service; and (3) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms, you agree to be bound by these Terms, and any references herein to “you” will include you and your authorized users.
3. General Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable
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   1. Price. ApertureData reserves the right to determine pricing for the Service. ApertureData may change the fees for any feature of the Service, including additional fees or charges, if ApertureData gives you advance notice of changes before they apply. Pricing for Enterprise Licenses will be as set forth in the relevant Enterprise Agreement (both terms as defined in Section 4.2 below). ApertureData, at its sole discretion, may make promotional offers with different features and different pricing to any of ApertureData’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
   2. Authorization. You authorize ApertureData to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by ApertureData, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, ApertureData may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
   3. Delinquent Accounts. ApertureData may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees
4. Licenses
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   1. Limited Trial License. Upon submitting your email address and clicking “Demo Trial” or “Request Free Trial” on our website, you will receive an email with instructions and access information for a free trial of the Software (a “Trial Email”). Subject to your complete and ongoing compliance with these Terms and upon your receipt of a Trial Email from ApertureData, ApertureData grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable trial license (the “Trial License”) to access and use the Software as set forth in the Trial Email. Your access to the Software, and the applicable Trial License, will automatically expire 60 minutes after you request a Trial Email. Upon the expiration of the Trial License, all content and data you have uploaded or used with the Software will be automatically deleted.
   2. Enterprise License. After the expiration of the Trial License and upon mutual execution of a separate agreement, order form, purchase order, invoice, or other agreement (such agreement, an “Enterprise Agreement”), ApertureData will grant you license(s) to the Service (the “Enterprise License”). The terms of the Enterprise License will be set forth in the Enterprise Agreement and subject to these Terms. Unless stated otherwise in the Enterprise Agreement, an Enterprise License grants you, solely for your commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software. These Terms will control over any additional, different or conflicting terms provided by you in an Enterprise Agreement (such terms, “Customer Terms”). Any Customer Terms are hereby expressly rejected by ApertureData.
   3. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
   4. Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant ApertureData an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
5. Ownership; Proprietary Rights. The Service is owned and operated by ApertureData. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by ApertureData are protected by intellectual property and other laws. All Materials included in the Service are the property of ApertureData or its third-party licensors. Except as expressly authorized by ApertureData, you may not make use of the Materials. ApertureData reserves all rights to the Materials not granted expressly in these Terms.
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6. Third-Party Terms
   1. Third-Party Services and Linked Websites. ApertureData may provide tools through the Service that enable you to export information, including user data or content, to third-party services. By using one of these tools, you agree that ApertureData may transfer that information to the applicable third-party service. Third-party services are not under ApertureData’s control, and, to the fullest extent permitted by law, ApertureData is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under ApertureData’s control, and ApertureData is not responsible for their content.
   2. Third-Party Services and Linked Websites. ApertureData may provide tools through the Service that enable you to export information, including user data or content, to third-party services. By using one of these tools, you agree that ApertureData may transfer that information to the applicable third-party service. Third-party services are not under ApertureData’s control, and, to the fullest extent permitted by law, ApertureData is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under ApertureData’s control, and ApertureData is not responsible for their content.
   3. Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
7. Communications. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
8. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO (AND, IF APPLICABLE, YOU WILL PROHIBIT YOUR AUTHORIZED USERS TO):
   1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
   2. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
   3. interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
   4. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) collecting personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
   5. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
   6. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 5) or any right or ability to view, access, or use any Materials; or
   7. attempt to do any of the acts described in this Section 8 or assist or permit any person in engaging in any of the acts described in this Section 8.
9. Modification of Terms. We reserve the right to change these Terms on a going-forward basis at any time upon 7 days’ notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 9, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
10. Term, Termination and Modification of the Service
    1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 10.2.
    2. Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, ApertureData may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may these Terms at any time by uninstalling the Software and deleting all Materials.
    3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access the Service; (c) you must pay ApertureData any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 4.4, 5, 10.3, 11, 12, 13, 14, and 15 will survive.
    4. Modification of the Service. ApertureData reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. ApertureData will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
11. Indemnity.
    
    ‍To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify ApertureData, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “ApertureData Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
12. Disclaimers; No Warranties
    
    ‍THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. APERTUREDATA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (2) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. APERTUREDATA DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND APERTUREDATA DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
    
    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR APERTUREDATA ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE APERTUREDATA ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
    
    IF YOU ARE USING THE SOFTWARE UNDER A TRIAL LICENSE, YOU UNDERSTAND AND AGREE THAT THE TRIAL IS NOT A PRODUCTION ENVIRONMENT, AND THAT ANY CONTENT OR DATA THAT YOU HAVE UPLOADED OR USED WITH THE SOFTWARE WILL BE AUTOMATICALLY DELETED AT THE END OF THE TRIAL. THE SOFTWARE IS NOT A HOSTING SERVER OR OTHER SIMILAR SERVICE AND DOES NOT SAVE ANY CONTENT OR DATA. YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR CONTENT AND DATA AND THAT WE ARE NOT RESPONSIBLE FOR ANY LOSS OF CONTENT OR DATA.
    
    THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. APERTUREDATA DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT APERTUREDATA IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
13. Limitation of Liability
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    ‍TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE APERTUREDATA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY APERTUREDATA ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
    
    TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE APERTUREDATA ENTITIES BE LIABLE TO YOU FOR ANY LOSS OF YOUR CONTENT OR DATA.
    
    TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE APERTUREDATA ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT YOU HAVE PAID TO APERTUREDATA FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM.
    
    EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14. Dispute Resolution and Arbitration. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute as to the interpretation, enforcement, breach, or termination of this Agreement will be settled by individual and confidential binding arbitration in Santa Clara California, U.S.A. under the Rules of the American Arbitration Association by one arbitrator appointed in accordance with such rules.  All other disputes (excluding the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm) will be resolved by a court specified in Section 15.2.  Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction.  If ApertureData is the prevailing party, it will be entitled to receive from the you its attorneys’ fees and costs incurred in connection with any arbitration or litigation instituted by you in connection with this Agreement.
15. Miscellaneous
    1. General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and ApertureData regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
    2. Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and ApertureData submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
    3. Privacy Policy. Please read the ApertureData Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The ApertureData Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
    4. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms (including any Enterprise Agreement) are incorporated by this reference into, and made a part of, these Terms.
    5. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
    6. Contact Information. The Service is offered by ApertureData Inc., located at 1484 Pollard Rd  #3005 Los Gatos, CA 95032. You may contact us by sending correspondence to that address or by emailing us at team@aperturedata.io.
    7. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
    8. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
    9. International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.