DVI Terms of Service
Effective Date: July 22, 2015
Welcome to Dynamic Ventures, Inc. (d/b/a CountingThings and ComputerVisionSoftware.com)! We invite you to use the Websites (the “Websites”) and related services (“Services”) offered by Dynamic Ventures, Inc. and its affiliated companies (“DVI”, “we”, “us” and “our”).
DVI offers consulting and software development services as well as licenses to software applications. Those services and licenses are subject to agreements between DVI and you that are separate from these Terms of Service.
How Do I Obtain and Use an Account?
You need to provide true, current and complete information about yourself on our registration forms, and to maintain and promptly update such information as necessary. You also need to obtain and pay for all equipment and third party services (e.g., compatible computer or other device, operating system, browser, Internet access, connectivity and data plans) required for you to access and use the Websites and Services. You need to maintain the security of your password to your Account, as well as your device. Please notify DVI immediately of any unauthorized use of your password or any other breach of security that you discover that may affect your Account, the Websites or Services.
Can I Share My Account?
You cannot share your Account. You are responsible for all activities that take place under your account
Are There Rules About What I Can Do on the Websites and Services?
DVI grants you a limited, nonexclusive, non-transferable, revocable right during the term of these Terms of Service to use the applicable Websites and Services solely for your internal business purposes, all subject to your acceptance of and compliance with these Terms of Service, and if applicable, to your creation of an Account and payment of applicable charges. You agree not to use for any other purpose, sell, resell, rent or sublicense (including offering any of the Websites or Services to third parties on an applications service provider, cloud service or time-sharing basis), lease, loan, publish, distribute, transmit, or create a derivative work of, or otherwise exploit any portion of the Websites or Services or access to the Websites or Services, without our prior written permission. No part of the Websites or Services may be reproduced, mirrored or cached in any form or incorporated into any information retrieval system. You shall maintain any copyright or other notices contained in or displayed on the Websites and/or Services. We reserve all rights not specifically granted by us.
You also agree not to, directly or indirectly: (i) use the Websites or Services in any way that is unlawful, tortious, or otherwise could result in civil or criminal liability; (ii) use with the Websites or Services any information, data, text, software, music, audio, images, video, messages, tags, or any other materials (“Content”) prohibited by intellectual property (e.g., patent, copyright, trademark, trade secret, or privacy and publicity) or other laws (such as export control, consumer protection, unfair competition, anti-discrimination or false advertising), unless you are the owner or have permission to use such Content or exercise such rights; or (iii) interfere with or disrupt DVI products and services or servers or networks connected to them or interfere with any security or activation functionality of DVI or any third party. DVI shall be the sole arbiter as to what activities violate this policy.
What are My Rights and Obligations for Third Party Content?
You acknowledge and agree that we are not responsible for Content from third parties or available from external sites or resources, and that we do not endorse and are not responsible or liable for any Content, advertising, products, or other materials on or available from such Content, sites or resources. In addition, we have no responsibility or liability for the deletion, corruption, or alteration of, or failure to store any Content. You need to evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, safety, completeness, or usefulness of such Content. Accordingly, you hereby waive any and all rights or remedies you may have against us with respect to any Content, and shall indemnify and hold harmless us and our suppliers regarding all matters related to your use of any Content.
When I Communicate with DVI, What are My Rights?
You may request us to apply your digital branding elements (e.g., bitmap of your logo) for custom branding to a copy of our Software to be licensed and delivered to you (the “Software”). If you do so, you need to submit digital branding elements to us that meet our technical and quality standards. If we accept your request, we will use reasonable efforts to apply your digital branding elements in accordance with our technical and quality standards. We may charge a separate fee for digital branding. If you submit your digital branding elements to us, you hereby grant to us and our subcontractors non-exclusive permission to integrate your digital branding elements into such copy of the Software, and you warrant that you hold all rights necessary to grant such permission.
You may request us to “tune” our Software with the goal of increasing the Software’s accuracy and performance for images or videos that you believe are typical in your use cases. If you do so, you need to submit to us sample images or videos that meet our technical and quality standards (“Samples”). If we accept your request, we will use reasonable efforts to tune the Software using all or a portion of the Samples with the goal of improving the Software’s accuracy and performance with images and videos that are substantially similar in format, quality (e.g., image resolution), and subject matter (e.g., materials and visual appearance) to the Samples. We may charge a separate fee for tuning. However, due to uncertainties in computer vision technology, we cannot guarantee any particular level of accuracy, performance or improvement. If you submit Samples to us, you hereby grant to us and our subcontractors non-exclusive permission to (i) use, copy, distribute, transmit, modify and prepare derivative works of the Samples for the tuning, enhancement and development of our existing and new products and services, and (ii) unless you specifically request otherwise in writing at the time that you provide the Samples to us, to exercise the foregoing rights and publicly display and publicly perform the Samples for the purpose of commercially promoting the Software, the Website or Services, or our business, provided that in connection with such promotional use we will not identify you as the source of the Samples and we will use reasonable efforts to remove identifying information and metadata from the Samples.
You may choose to submit comments, information or feedback to us regarding the Software or services to us orally or in writing, and if you do so, you hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, sublicenseable right to use the same in any manner for any purpose without compensation to you.
What Rights Does DVI Have to the Websites and Services?
You agree that all programs, services, processes, designs, software, technologies, trademarks, trade names, inventions, patents, other intellectual property and materials comprising the Websites or Services are wholly owned by us and/or our suppliers except where expressly stated otherwise.
How Can I Stop Using the Websites and Services?
You may stop using any of the Websites or Services at any time, but any charges you previously paid are non-refundable and any agreed but unpaid charges still will be due. We may terminate or suspend your Account, your access to or use of any or all of the Websites or Services, if you engage in any conduct that we believe violates the letter or spirit of any provision of these Terms of Service, or violates the rights of DVI or third parties. We may close any free trial or unpaid account at any time.
What if These Terms of Service or the Websites or Services Change?
Changes in our products and services, our business and laws may require us to change these Terms of Service. We may change these Terms of Service by posting a revised version on the Websites and/or by sending information regarding the change to your e-mail address in our records. We suggest that you regularly review the Websites to learn about any changes. By continuing to use any of the Websites or Services after such changes have been posted or sent to you means that you agree to such changes. We also may at any time modify or discontinue any portion of the Websites or Services without notice. If you do not agree to such changes, you may stop all access to and use of the Websites and Services as provided in these Terms of Service.
What are the Terms of Payment?
Your use of our Services and software applications is subject to your payment of the applicable fees to us, as we may specify in or in connection with a software application, and use of software applications also is subject to the terms and conditions of any end user license agreement or other written agreement between us. Such fees are exclusive of all sales, use, VAT, excise and other taxes, tariffs, duties and other charges or assessments imposed by any governmental authority in connection with any agreement or terms with us (“Taxes”). You shall pay or reimburse us for any Taxes. We may revise our pricing at any time. OUR FEES ARE NON-REFUNDABLE, AND ALL SALES ARE FINAL.
How do We Send Notices to Each Other?
Notices given by DVI to you will be given by general posting on the Websites or to your Account, or by email, prepaid overnight courier, prepaid first class or express mail to your address in our records. Notices given by you to DVI must be given by prepaid first class or express mail, certified or registered, or by prepaid overnight courier, and sent to Dynamic Ventures, Inc., 10366 Avenida Lane, Cupertino, CA 95014-3947.
What Law Applies to These Terms of Service?
The laws of the State of California, U.S.A., excluding its conflicts of law rules, govern these Terms of Service and your use of the Websites and Services. The UN Convention on Contracts for the International Sale of Goods is disclaimed. You agree that exclusive jurisdiction for any claim or dispute arising from these Terms of Service shall be in the federal and state courts located in Santa Clara County, California, U.S.A.
What Other Terms Apply Between Us?
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE WEBSITES (INCLUDING CONTENT ON THE WEBSITES), SERVICES AND APPLICABLE DVI PRODUCTS (COLLECTIVELY, THE “MATERIALS”) ARE MADE AVAILABLE “AS-IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” WE AND OUR SUPPLIERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT ANY OF THE MATERIALS ARE OR WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. DVI AND ITS SUPPLIERS DO NOT ASSUME RESPONSIBILITY FOR TIMELINESS, MISDELIVERY, DELETION, OR FAILURE TO STORE ANY CONTENT.
IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, SAVINGS OR PROFITS; OR BUSINESS INTERRUPTION), OR FOR ANY DIRECT DAMAGES FOR ANY TRIAL COPY OF ANY DVI PRODUCT, IN EACH CASE HOWEVER CAUSED AND ON ANY THEORY OR LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF OR INABILITY TO USE ANY OF THE MATERIALS OR OTHERWISE IN CONNECTION WITH THESE TERMS OF SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE § 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” RESIDENTS OF OTHER STATES AND JURISDICTIONS SIMILARLY WAIVE THEIR RIGHTS UNDER COMPARABLE LOCAL LAW. OUR AND OUR SUPPLIERS’ ENTIRE LIABILITY UNDER THESE TERMS OF SERVICE SHALL NOT EXCEED THE GREATER OF FEES PAID TO US UNDER YOUR ACCOUNT IN THE SIX MONTHS IMMEDIATELY BEFORE THE CLAIM OR CAUSE OF ACTION AROSE OR ONE DOLLAR ($1.00). YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY OF THE MATERIALS OR THESE TERMS OF SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.
THE MATERIALS ARE PROVIDED FOR YOUR INFORMATIONAL USE ONLY. YOUR USE OF THE MATERIALS (INCLUDING RELIANCE ON ANY RESULTS, INFORMATION OR DATA FROM SAME) IS AT YOUR SOLE RISK. AMONG OTHER THINGS, THE MATERIALS MAY REQUIRE CERTAIN HUMAN ASSISTANCE AND SUPERVISION, AND NEITHER WE NOR OUR SUPPLIERS MAKE ANY WARRANTY CONCERNING THE ACCURACY (SUCH AS ACCURACY OF IDENTIFICATION, RECOGNITION OR COUNTING) OR PERFORMANCE (SUCH AS SPEED OF OPERATION) OF ANY OF THE MATERIALS. THE MATERIALS ARE NOT DESIGNED OR INTENDED FOR USE WITH HAZARDOUS APPLICATIONS, SUCH AS OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT, WEAPONS, AIRCRAFT NAVIGATION OR COMMUNICATION, AND/OR PROCESS CONTROL THAT COULD RESULT IN DEATH, INJURY OR ENVIRONMENTAL IMPACT.
You agree to defend, indemnify and hold harmless us and our suppliers and each of our and their officers, directors, employees, and agents from and against any and all losses, liabilities, expenses (including reasonable attorneys' fees and costs) and damages arising out of claims based upon your use of the Websites or Services, or any violation of these Terms of Service by you or any other person using your Account.
You acknowledge that all or portions of the Websites or Services may be subject to the export control laws of the United States and/or other jurisdictions of the world. You agree not to export, re-export or otherwise transfer any portion of the Websites or Services, such as by providing or receiving products or Content that is export-controlled to or from the Websites or Services, in violation of any applicable export law or regulation.