Terms and Conditions - SquareFactory

Last updated: February 15, 2022

Please read these terms and conditions carefully before using Our Service. If You do not agree to the terms, You must not use the Service or open an account in any manner whatsoever.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions :

Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Account means a unique account created for You to access our Service or parts of our Service.
Country refers to: Switzerland
Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Square Factory SA (formerly Cohesive Computing SA), Avenue Alexandre-Vinet 22, 1004 Lausanne.
Content refers to content such as a machine learning model uploaded or created and developed by You by using the Service, logo, brand, text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
MLOps means platform Purpose-Built for Sustainability & Performance, with underlying HPC infrastructure.
Service refers to the Website and the MLOps.
Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to squarefactory.io, accessible from https://squarefactory.io
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable. If You are acting on behalf of a corporation or other legal entity (“Corporation”), You represent that You are authorized to act on behalf of such Corporation and that Your acceptance of the Terms creates a legally enforceable obligation of the Corporation.
Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service, You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 16. The Company does not permit those under 16 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Service and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

User Accounts

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

All information that You submit or post in order to use the Service is accurate (including without limitation, any registration information), and that You will maintain the accuracy of such information at all times. If Company is informed or has reason to believe that You are not eligible to use the Service or that You become ineligible or that the information you provided to us is not accurate, Your use of the Service may be suspended or terminated without prior notice, and Your account may be suspended and/or deleted, at our sole discretion.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

Content

Your Account

To access the Service, You must create a user account in the MLOps (or we will create it for You).

The registration process may require You to provide information regarding, but not limited to, Your full name, e-mail address and phone number and, in relation to a Corporation, basic company information and/or any other information we deem necessary. By registration to the Service, You represent and warrant that all registration information that You submit is accurate and truthful, and You agree to update and maintain the accuracy of such information at all times.

Each account is to be associated with a valid email address and account credentials. You are responsible for ensuring the confidentiality of Your account, password(s) and other token(s) and for restricting access to Your account.

Your Right to Post Content

Our Service allows You to post Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.

By posting Content to the Service, You grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of Your rights to any Content You submit, post or display on or through the Service and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to other users of the Service, who may also use Your Content subject to these Terms.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

You grant to us a non-exclusive, sub-licensable, royalty free, worldwide, perpetual and irrevocable license to use (i) Content, (ii) Model and (iii) any metadata originating from Content and any method used by You in relation to the training, development, creation and/or deployment of a model and Your use of the Services, solely as necessary :

(a) to provide the Service and to allow csquare to perform under, and in accordance with the Terms ; and

(b) to develop and improve the existing Service and any additional service offerings, features and functionalities with respect to the Service.

You also grant us a license in accordance with the above to use the data (ii) and (iii) to compile aggregated statistics and reports for internal business purposes and/or marketing use.

Content Restrictions

The Company is not responsible for the content of the Service’s users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using Your account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

Unlawful or promoting unlawful activity.
Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
Impersonating any person or entity including the Company and its employees or representatives.
Violating the privacy of any third person.
False information and features.

The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner of any Content. The Company can also limit or revoke the use of the Service if You post such objectionable Content. As the Company cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

Content Backups

Although regular backups of Content are performed, the Company does not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

Copyright Policy

Intellectual Property Infringement

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email at myriam@squarefactory.io and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing Your copyright.

DMCA Notice and DMCA Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing :

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest.
A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.
Your address, telephone number, and email address.
A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our copyright agent via email at myriam@squarefactory.io. Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.

Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

You shall, and shall ensure that anyone on Your behalf shall,

(a) not sell, lease, transfer, assign, sublicense or distribute the Service, or any part thereof;

(b) not reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form the Service or any part thereof;

(d) not use the Service to advertise malicious content, spyware, cause of security breaches, trojans or the like;

(e) not copy, emulate or make derivative works, or allow copies, emulations or derivative works of the Service or any part of any of the foregoing to be made;

(f) not indirectly use, access, launch or activate the Service and any program, code or any other technology, content, software, materials and/or documentation belonging to Company, through or from, or otherwise incorporate them in, any software, application, site or other means;

(g) not create or attempt to create a substitute or similar service or platform to the Service, through use of, or reference or access to, the Service or any of Company’s intellectual property rights; and

(h) in case you record via video, photograph, take screenshots, or otherwise make available the structure of the Service (platform, user interface, etc.) or tutorial videos of Company to third parties, the credit must always be given to Company.

Your Feedback to Us

You may submit feedback, comments and ideas (« Feedback ») about the Service, including comments and ideas on how to improve the Service. If You provide Feedback to us, all such feedback will be the sole and exclusive property of the Company.

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

By submitting Feedback, You agree that the disclosure is gratuitous, unsolicited and without restriction and will not place the Company under any fiduciary or other obligation, and that Company is free to use the Feedback without any additional compensation to You, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.

Effects of Termination

Upon the Termination Date (a) all rights and the license granted herein, shall terminate immediately; (b) each party shall promptly return to the other party, or destroy and certify in writing to the other party of the destruction of all Confidential Information; (c) You shall immediately cease to use the Service and shall purge from its systems and websites any traces of the Service.

You are solely responsible for retrieving Content from the Service prior to the Termination Date. For 90 days following the Termination Date, You may retrieve any remaining Content from the Service. Unless we are required to keep Content or any other information, we will delete Your account and Content within 90 days after the Termination Date. After such a period the information cannot be recovered or recreated.

Limitation of Liability

Neither party will be liable for indirect, special, incidental or consequential damages including loss of profit, revenues, goodwill or loss resulting from business interruption or loss of data arising in connection with the Terms or the usage of the Service.

Nothing in these Terms shall operate to exclude or restrict either party’s liability for (a) any damage caused by wilful misconduct or gross negligence; (b) any specific indemnity undertakings under Section 12; or (d) any damage caused by breach of the Privacy Policy.

Further, we will not be responsible for any compensation or damages arising in connection with Your inability to use the Services as a result of any termination or suspension of the Terms or Your use of or access to the Service.

You accept full and sole responsibility for developing and implementing a satisfactory full data backup and a disaster recovery capability facilitating complete data recovery including restoration or reconstruction of all its lost or altered files data or programs, and the security of all Your Confidential Information, Content and personal data.

YOU ACKNOWLEDGE THAT THE SERVICE ARE PERFORMED VIA THE PLATFORM AUTOMATICALLY, BASED, INTER ALIA, ON THE SPECIFICATIONS AND CRITERIA PROVIDED BY YOU. AS SUCH, YOU SHALL HAVE NO CLAIM AGAINST COMPANY IN CONNECTION WITH THE RESULT OF THE SERVICES AND MODEL.

“AS IS” and “AS AVAILABLE” Disclaimer

The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components ; (v) as to satisfactory quality, fitness for a particular purpose, non-infringement ; (vi) that Content will be secure or not otherwise lost or damaged.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

OUR COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR OTHERWISE REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF OPERATION OF THE SERVICE AND DISCLAIM ALL OTHER WARRANTIES. WE DO NOT MAKE ANY REPRESENTATIONS REGARDING THE BENEFITS OR RESULTS THAT YOU OR ANY THIRD PARTIES SHALL OBTAIN FROM THE SERVICE.

12. Warranties

You represent and warrant that :

(a) You shall use the Service solely for the permitted purposes as contemplated by the Terms and shall not interfere with the integrity or performance of the Service or the data contained therein or attempt to gain unauthorized access to the Service;

(b) You shall make every effort to uphold the highest ethical and commercial standards, and comply with all applicable laws and regulations applicable to Your business and/or the use of the Service, including applicable privacy laws;

(d) You shall use up-to-date, generally accepted virus detection devices and procedures to ensure that Content will not contain a virus or other harmful components;

(e) You are solely responsible for Content and the consequences of using, advertising, publishing, promoting, and/or distributing it via the Service, except if such consequences are a direct result of a wrongful or intentional act or omission by Company;

(f) Content is (and will continue to be throughout the term of the Terms) true, accurate, complete, and non-infringing upon any third party rights, including intellectual property rights and privacy rights;

(g) You have obtained, and be deemed to have hereby granted to Company, all rights necessary to authorize csquare to store, audit, optimize and serve Content and otherwise provide the Service to You hereunder; and

(h) You shall not knowingly or purposely use, merge or otherwise make available to the Service any personal data provided by an end-user or other third party in a manner which violates applicable data protection laws, or any legal right of the end-user or third party regarding the use and/or disclosure of their personal data conferred by the then-current privacy policy on either party’s websites.

Besides, you represent and warrant that (i) You are not located in a country that is subject to the embargo, or that has been designated as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

You shall defend, indemnify and hold harmless Company and its officers, directors, shareholder, employees, affiliates and agents from and against all costs, damages, losses and expenses, including reasonable attorneys’ fees and other legal expenses, arising from any third-party claim that: (a) Content violates any third party rights, including without limitation, infringement or violation of the intellectual property rights or privacy rights of such third party; (b) Content is in violation with the Terms; (c) that You failed to obtain any necessary permit, license or consent in connection with the Terms; and/or (d) if You are a Corporation, stems from Your violation or alleged violation of any of Your warranties under the Terms.

13. Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

14. Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

If You are a natural person, any dispute, controversy or claim arising out of or in connection with the Terms, or the breach, termination or invalidity thereof, shall be settled by Swiss general courts.

15. Miscellaneous

a) Entire agreement

The Terms and the policies incorporated by reference constitute the entire agreement between You and us regarding the subject matter of the Terms. The Terms supersedes all prior or contemporaneous representations, understandings, agreements, or communications between You and us, whether written or verbal, regarding the subject matter of the Terms.

b) Changes

We may change the Service from time to time and/or modify the Terms at any time. We will notify You of any material change of the Service. If You continue to use the Service after such notification, You agree to the change. If You do not agree, then You may not continue to use the Service. If we require some action from You (such as active acceptance) of modifications to the Terms, You may be unable to continue the use of the Services until You have taken such action.

c)Force Majeure

We will not be liable for any delay or failure to perform any obligation under the Terms where the delay or failure results from any cause beyond our reasonable control, including labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, including if such event(s) applies to a subcontractor to us.

d)Disclosure

You grant us the right to use Your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications.

e)Relationship of the Parties

The parties are independent contractors. The Terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

f)Notices

We may provide any notice to You under the Terms by sending a message to the email address then associated with Your account. Notices we provide by email will be effective when we send the email. It is Your responsibility to keep Your email address current. You will be deemed to have received any email sent to the email address associated with Your account. To give us notice under the Terms, You must contact us by e-mail to info@squarefactory.io

16. Severability and Waiver

a) Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

b)Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

c)Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

17. Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Service.

18. Contact Us

If you have any questions about these Terms and Conditions, You can contact us by visiting this page on our website: https://www.squarefactory.io/contact-us/

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