Essentia AI Terms of Service

NONEXCLUSIVE LICENSE

Subject to the terms of this Agreement, AuriQ grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Service, for the sole purpose of performing document processing operations on documents owned by the Customer. Customer has no right to receive any source code or design documentation relating to the Service. AuriQ retains ownership of all proprietary material including software and documentation. Customer shall not (i) reverse assemble, decompile, reverse engineer or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from the Service, (ii) modify or create any derivative work of the Service, or (iii) delete, alter, add to or fail to reproduce in and on any software any copyright or other notices appearing in or on any copy, media or package materials provided by AuriQ.

PROPRIETARY RIGHTS NOTICE

Customer originated documents that are uploaded to the Service are solely owned by the Customer and AuriQ reserves no rights to Customer documents. The Service and all intellectual property rights are, and shall remain, the property of AuriQ (and its wholly owned subsidiaries). All rights in and to the Service not expressly granted to You in this Agreement are hereby expressly reserved and retained by AuriQ and its licensors without restriction, including, without limitation, AuriQ (and its wholly owned subsidiaries') right to sole ownership of the software and documentation. Without limiting the generality of the foregoing, You agree not to (and to not allow any third party to): (a) sublicense, distribute, or use the Service outside of the scope of the License granted herein; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of AuriQ; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with AuriQ (or its wholly owned subsidiaries) other than in the name of AuriQ (or its wholly owned subsidiaries, as the case may be); or (e) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.

THIRD PARTIES

If You use the Service on behalf of any Third Party, You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, that Third Party , (b) as between the Third Party and You, the Third Party owns any rights to their Data in the applicable account, and (c) You shall not disclose Third Party's Data to any other party without the Third Party's consent.

You shall ensure that each Third Party is bound by and abides by the terms of this Agreement. AuriQ and its wholly owned subsidiaries make no representations or warranties for the direct or indirect benefit of any Third Party. With respect to Third Parties, You shall take all measures necessary to disclaim any and all representations or warranties that may pertain to AuriQ and its wholly owned subsidiaries, the Software or the Output, or use thereof. You agree to indemnify, hold harmless and defend AuriQ and its wholly owned subsidiaries, at Your expense, against any and all thirdparty claims, actions, proceedings, and suits brought against AuriQ or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by AuriQ, or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (a) any representations and warranties made by You concerning any aspect of the Software or Outputs to Third Parties; (b) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Software, Service or Outputs; (c) violations of Your obligations of privacy to any Third Party; and (d) any claims with respect to acts or omissions of Third Parties in connection with the Software or Outputs.

DISCLAIMER OF WARRANTIES

The information and services included in or available through the Service may include inaccuracies or typographical errors. AuriQ and/or its respective suppliers may make improvements and/or changes in the Service at any time, with or without notice. AuriQ Systems does not represent or warrant that the Service be error-free, that defects will be corrected, or that the Software are free of viruses or other harmful components. AuriQ does not warrant or represent that the use of the Service or the Outputs will be correct, accurate, timely or otherwise reliable. You specifically agree that AuriQ and its wholly owned subsidiaries shall not be responsible for unauthorized access to or alteration of the data.

THE SERVICE IS PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY AURIQ SYSTEMS AND/OR ITS SUBSIDIARIES AND AFFILIATES, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SOFTWARE, THE DOCUMENTATION AND OUTPUTS, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. AURIQ SYSTEMS DOES NOT WARRANT THAT THE SERVICE OR OUTPUTS WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to indemnify, hold harmless and defend AuriQ and its wholly owned subsidiaries, at Your expense, any and all third-party claims, actions, proceedings, and suits brought against AuriQ or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by AuriQ or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, or (iv) Your Brand Features. In such a case, AuriQ will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. AuriQ reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.

LIMITATION OF LIABILITY

AURIQ SYSTEMS AND ITS WHOLLY OWNED SUBSIDIARIES WILL NOT BE LIABLE TO USER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF AURIQ SYSTEMS AND/OR ITS SUBSIDIARIES AND AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU.

AuriQ (and its wholly owned subsidiaries') total cumulative liability to You or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed U.S. $500.

MODIFICATIONS TO TERMS OF SERVICE AND OTHER POLICIES.

AuriQ reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time, by posting
the new agreement to the site located at www.auriq.com/terms (or such other URL as AuriQ may provide). You are responsible for regularly reviewing the policy. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of AuriQ, (ii) You accept updated terms online, or (iii) You continue to use the Service after AuriQ has posted updates to the Agreement or to any policy governing the Service.

MISCELLANEOUS; APPLICABLE LAW AND VENUE.

AuriQ shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between us concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement shall be governed by and construed under the laws of the state of California without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and California law, rules, and regulations, California law, rules and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Los Angeles County, California. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. The Software is controlled by U.S. Export Regulations, and it may be not be exported to or used by embargoed countries or individuals. Any notices to AuriQ Systems must be sent to: AuriQ Systems Inc., 140 S. Lake Ave., Suite 252, Pasadena, CA 91101, USA, with a copy to Legal Department, via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights hereunder without AuriQ Systems' prior written consent, and any such attempt is void. The relationship between AuriQ Systems and You is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.