Loggy3 Terms and Conditions

These Terms and Conditions (these "Terms") describe the terms and conditions by which you may access and/or use loggy3.com and the Loggy3 software and related documentation (collectively, the "Service") provided by Standard Intelligence PBC (including its successors and assigns, "Company," "we," "our," or "us"). By downloading the Software or accessing and/or using the Service, or by clicking a button or checking a box marked "I Agree" (or something similar), you signify that you have read, understood, and agree to be bound by these Terms, and you acknowledge that you have read and understood our Privacy Notice, available at https://loggy3.com/privacy. We reserve the right to modify these Terms, and we will provide notice of material changes as described below. These Terms apply to all users of the Service, and to all others who access the Service (collectively, "Users," and, as applicable to you, "you" or "your").

1. Access to the Service; Service Restrictions

1.1 Access to the Service.

Subject to your compliance with these Terms and any documentation we may make available to you, you are hereby granted a non-exclusive, limited, non-transferable, and freely revocable right and license to access and use the Service, solely for your internal use strictly as permitted by the features of the Service. We may terminate the license granted in this Section at any time, for any reason or no reason. We reserve all rights not expressly granted herein in and to the Service.

1.2 Restrictions and Acceptable Use.

Except to the extent a restriction is prohibited by applicable law, you will not do, and will not assist, permit, or enable any third party to do, any of the following:

(a) disassemble, reverse engineer, decode, or decompile any part of the Service;

(b) use any robot, spider, scraper, off-line reader, data mining tool, data gathering or extraction tool, or any other automated means to access the Service in a manner that sends more request messages to the servers running the Service than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Company grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Service for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of, but not caches or archives of, such materials, and only as specified in the applicable robots.txt file);

(c) use any content available on or via the Service (including any caption information, keywords, or other metadata) for any machine learning and/or artificial intelligence training or development purposes, or for any technologies designed or intended for the identification of natural persons;

(d) buy, sell or transfer API keys without our prior written consent in each case;

(e) copy, rent, lease, sell, loan, transfer, assign, license or purport to sublicense, resell, distribute, modify, alter, or create derivative works of any part of the Service or any of our Intellectual Property (as defined below), including, without limitation by any automated or non-automated "scraping";

(f) use the Service in any manner that impacts (i) the stability of the servers running the Service, (ii) the operation or performance of the Service or any User's use of the Service, or (iii) the behavior of other applications that use the Service;

(g) take any action that imposes, or may impose (as determined by us, in our sole discretion), an unreasonable or disproportionately large load on our infrastructure;

(h) use the Service in any manner or for any purpose that (i) violates, or promotes the violation of, any applicable law, contractual obligation, or right of any person, including, but not limited to, Intellectual Property Rights (as defined below), privacy rights, and/or rights of personality, (ii) is fraudulent, false, deceptive, or defamatory, (iii) promotes hatred, violence, or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in our sole discretion) to us or to our providers, our suppliers, Users, or any other third party;

(i) use or display the Service in competition with us, to develop competing services, for benchmarking or competitive analysis of the Service, or otherwise to our detriment or disadvantage;

(j) access any content available on or via the Service through any technology or means other than those provided by the Service or authorized by us;

(k) bypass the measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or any portion thereof;

(l) attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Service;

(m) use the Service to transmit spam, chain letters, or other unsolicited email;

(n) use the Service for any commercial solicitation purposes;

(o) transmit invalid data, viruses, worms, or other software agents through the Service;

(p) impersonate another person or entity, misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use the Service for any invasive or fraudulent purpose;

(q) collect or harvest any personal information, including Users' names, from the Service; or

(r) identify or refer to us or to the Service in a manner that could reasonably imply a relationship that involves endorsement, affiliation, or sponsorship between you (or a third party) and us without our prior express written consent.

2. Intellectual Property

For the purposes of these Terms, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of personality, trademark, trade dress and service mark rights, goodwill, trade secret rights, and any and all other intellectual property rights and proprietary rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals, and extensions thereof, under applicable law. You understand and acknowledge that we (or our licensors, as applicable) own and will continue to own all rights (including Intellectual Property Rights), title, and interest in and to the Service and all software, algorithms, code, technology, and intellectual property underlying and/or included in or with the Service (collectively and individually, "Intellectual Property"). For clarity, all machine learning models trained or developed using data collected through the Service, including all related model weights, parameters, and improvements, are Intellectual Property owned exclusively by us. Except as may be explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such Intellectual Property Rights, and you will not access, sell, license, rent, modify, distribute, copy, reproduce, transmit, display, perform, publish, adapt, edit, or create derivative works of any Intellectual Property. Use of any Intellectual Property for any purpose not expressly permitted by these Terms is strictly prohibited.

3. Release

You hereby release us from all claims, damages (whether direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses, in each case of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including any other User) in connection with the Service. In addition, you waive any applicable law that says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY."

4. Indemnity

You will defend, indemnify, and hold us and our subsidiaries and affiliates, and our and their respective agents, suppliers, licensors, employees, contractors, officers, and directors (collectively, including Company, the "Company Indemnitees") harmless from and against any and all claims, damages (whether direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses (including, but not limited to, legal fees) arising from: (a) your access to and/or use of the Service; (b) your violation of any term of these Terms, including, without limitation, your breach of any of your representations and warranties set forth in these Terms; (c) your violation of any third-party right, including, without limitation, any privacy right or Intellectual Property Right; (d) your violation of any applicable law; (e) any content that is submitted by you, including, without limitation, any misleading, false, or inaccurate information; (f) your willful misconduct; or (g) any third party's access to and/or use of the Service with your username(s), password(s), or other authentication credential(s).

5. No Warranty; Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE INTELLECTUAL PROPERTY, AND ANY OTHER INFORMATION AVAILABLE ON OR THROUGH THE SERVICE ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NONE OF THE COMPANY INDEMNITEES WARRANTS THAT ANY CONTENT OR ANY OTHER INFORMATION CONTAINED IN, OR AVAILABLE VIA, THE SERVICE IS ACCURATE, COMPREHENSIVE, RELIABLE, USEFUL, OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS SO OBTAINED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM(S) OR MOBILE DEVICE(S) AND/OR FOR LOSS OF DATA THAT RESULTS FROM SAME OR FROM YOUR ACCESS TO AND/OR USE OF THE SERVICE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW.

FURTHER, COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, RECOMMEND, OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND COMPANY WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SERVICES.

UNITED STATES FEDERAL LAW AND SOME STATES, PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF AND/OR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND/OR LIMITATIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY COMPANY INDEMNITEE BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE OR ANY PORTION THEREOF. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE OR YOUR USER ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVERS RUNNING THE SERVICE AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (G) YOUR DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

IN NO EVENT WILL ANY COMPANY INDEMNITEE BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO US HEREUNDER OR ONE HUNDRED U.S. DOLLARS ($100.00), WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF AND/OR LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND/OR LIMITATIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

7. Dispute Resolution; Arbitration; Governing Law.

7.1 Agreement to Arbitrate.

You and Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (collectively, "Disputes") will be resolved solely by binding individual arbitration, rather than in court, except that (a) either party may assert claims in small claims court or a tribunal of competent jurisdiction if the claims qualify and remain in that court or tribunal; (b) this Section does not preclude either party from seeking injunctive or other equitable relief in any court of competent jurisdiction, including, if you are located in Kenya, the High Court of Kenya, to prevent the actual or threatened infringement, misappropriation, or violation of Intellectual Property Rights, confidential information, or data security (an "IP Protection Claim"); (c) if you are located in Kenya, nothing in this Section limits or waives any right of a consumer under the Consumer Protection Act, 2012 (No. 46 of 2012, Laws of Kenya), including the right of access to an appropriate and efficient remedy; and (d) if you are located in Kenya, nothing in this Section restricts any person's right to institute court proceedings under Articles 22 or 258 of the Constitution of Kenya, 2010.

7.2 Arbitration Rules and Forum.

The arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect (the "JAMS Rules"), except as modified by this Section.

The JAMS Rules are available at www.jamsadr.com. The arbitration will be conducted by a single arbitrator selected in accordance with the JAMS Rules.

The legal seat of the arbitration will be San Francisco, California. Unless the parties agree otherwise or the arbitrator directs otherwise after consulting the parties, any hearing will take place in San Francisco, California. The parties may participate in any hearing remotely by videoconference where they agree or the arbitrator considers remote participation appropriate. Conducting a hearing remotely will not change the legal seat of the arbitration.

The arbitrator may award the same damages and relief that a court could award under applicable law. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

7.3 Class Action Waiver.

Subject to applicable mandatory law and, if you are located in Kenya, the Constitution of Kenya, 2010, each arbitration under this Section 7 will be conducted on an individual basis. You and Company agree that each may bring Disputes against the other only in an individual capacity and not as a plaintiff or class member in any purported class, consolidated, multi-party, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If this class action waiver is found to be unenforceable with respect to a particular claim or request for relief, then that claim or request for relief will be severed and proceed in a court of competent jurisdiction rather than in arbitration.

If you are located in Kenya, nothing in this Section waives or restricts any person's standing or right to institute proceedings under Article 22 or Article 258 of the Constitution of Kenya, or any non-waivable right to bring a representative action under applicable law.

Subject to the supervisory jurisdiction of the courts under applicable law, the arbitrator may rule on its own jurisdiction, including whether a claim falls within the arbitration agreement. If a court of competent jurisdiction finally determines that applying this Section to a particular claim or remedy would be unlawful or unenforceable, only that claim or remedy will, to the minimum extent necessary, proceed before that court. The remaining claims will continue in arbitration, unless the arbitrator or court determines that a stay or other case-management direction is necessary to avoid material prejudice, duplication, or inconsistent determinations.

7.4 Opt-Out Right.

If you are a new User, you may opt out of this arbitration agreement by sending written notice to Company at support@loggy3.com within thirty (30) days after the date you first accept these Terms. The opt-out notice must include your full legal name, the email address associated with your account, and a clear statement that you decline to resolve Disputes through arbitration. If you timely opt out, you and Company will resolve Disputes in accordance with the governing law and venue provisions below. If you do not timely opt out, you will be bound by this arbitration agreement.

7.5 Injunctive Relief.

Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for interim measures of protection, including injunctive or other equitable relief, to prevent irreparable harm pending the constitution of the arbitral tribunal or the outcome of arbitration. If you are located in Kenya, such relief may include an application to the High Court of Kenya in accordance with Section 7 of the Arbitration Act, 1995 (Cap. 49, Laws of Kenya). Any application for interim relief under this Section will not be deemed a waiver of the right to arbitrate. Any such court proceeding will be limited to the request for interim relief and will not determine the merits of any underlying Dispute, which remains subject to arbitration.

7.6 Fees.

If you initiate arbitration, you will pay only the consumer filing fee required by the JAMS Rules, and Company will pay the remaining arbitration fees and costs. If Company initiates arbitration, Company will pay all arbitration fees and costs. Each party will bear its own attorneys' fees, except as otherwise provided by applicable law or awarded by the arbitrator. In making any costs award, the arbitrator will have regard to the financial resources of the parties and the conduct of the proceedings.

7.7 Governing Law.

Subject to the paragraph below, these Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Mandatory Local Rights. Nothing in these Terms, including the choice of law, arbitration, or jurisdiction provisions, excludes, restricts, or waives any right, remedy, protection, or obligation that applies under the mandatory laws of the country in which the User habitually works or, where applicable, resides, and that cannot lawfully be excluded, restricted, or waived by agreement. Where the User works in Kenya, this includes any applicable mandatory rights and obligations under the Constitution of Kenya and Kenyan employment, labor-relations, wage, data-protection, social-security, health-insurance, retirement-benefits, and consumer-protection laws.

Jurisdiction. Subject to any applicable arbitration provision and the Mandatory Local Rights paragraph above, each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, in respect of any Dispute that is not required to be arbitrated. Notwithstanding the foregoing, either party may commence or participate in proceedings before any Kenyan court, tribunal, regulator, or other competent authority where Kenyan law confers a right to do so that cannot lawfully be waived or restricted, or requires the Dispute to be determined through that forum or through a prescribed statutory procedure. Nothing in these Terms prevents either party from seeking urgent, interim, or conservatory relief from a court of competent jurisdiction.