These Terms of Use constitute a legally binding agreement (the “Agreement”) between you (or “User”) and Graviti Technologies, Inc., its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “Graviti,” “we,” “us” or “our”) governing your use of the Graviti website, application and Graviti AI Data Platform (collectively, the “Platform” or “Services”).

By clicking “I Agree”, and/or by using or accessing the Platform you expressly acknowledge that you understand this Agreement in entirety and accept all its terms. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Platform.

You also agree that Graviti may from to time, modify the terms and conditions of this Agreement, we will notify you of any material changes via your designated E-mail address. You will be deemed to have accepted the modifications if you do not notify otherwise by writing within 10 business days after we send out the notification containing the modified terms and conditions.

When using the Platform, you also agree to conduct yourself in accordance with our User’s Codes of Conduct contained in Clause 4 of this Agreement.

The Graviti AI Data Platform
1.1 What does our Platform provide?

Graviti provides a platform for data management and collaboration through SaaS, where you may use the Platform to manage, process or obtain data in accordance with this Agreement. We also make available to you actions to organize your data, and applications that integrate with the Platform to optimize data management. We strive to make our best endeavors to meet the needs of AI developers, machine learning engineers, research engineers and data scientists through our Platform.

In particular, the actions function enables you to create customized workflows to allow for collaborative data management. The applications may be developed by Graviti, its affiliates or third parties, and are usually provided to you in the form of Application Programming Interface (or “API”) or User Interface (or “UI”). The applications such as sandbox training, model evaluation and data annotation are designed to enhance your use of our Platform.

1.2 Scope of License

Graviti grants you a non-exclusive, non-transferable, worldwide right to access and use the Platform for your own internal purposes, subject to this Agreement. You may not permit the Platform to be used by or for the benefit of unauthorized third parties. Nothing in this Agreement shall be construed to grant you any right to transfer or assign rights to access or use the Platform.

All rights not expressly granted to you are reserved by Graviti and its licensors. You shall not (i) modify or make derivative works based upon the Platform; (ii) reverse engineer or access the Platform in order to (a) build a competitive product or service, (b) build a product using similar features, functions, or graphics of the Platform, or copy any features, functions, or graphics therefrom. You further acknowledge and agree that, as between the parties, Graviti owns all right, title, and interest in and to the Platform, including all intellectual property rights therein.

User Registration and Authentication
2.1 User Eligibility

The Platform may only be used by persons or legal entities who have the right and authority to enter into this Agreement and who are fully able and competent. You entering into this Agreement with us will not result in violation of any of your legal obligations to third parties.

If you are less than 18 years of age, you shall only click “I Agree” and use the Platform under the supervision of your legal guardian, and you must be 13 years or older to have an account with us.

All losses, damages, claims and other consequences caused by or in connection with violation of this Clause 2.1 shall be borne by the User or the User's legal guardian. Graviti reserves the right to permanently freeze or deactivate any registered user accounts without incurring any liability.

If you register as an organizational user on behalf of a company or other legal entities, you are required to obtain authorization from those companies or legal entities, otherwise you agree to be responsible for any losses, damages, claims and other consequences that may be suffered by Graviti.

2.2 User Information

2.2.1 Users should ensure that they provide true, accurate and complete information in accordance with requirements during the process of registration and when using the Platform. If Graviti has reasonable grounds to suspect that the information is untrue, inaccurate, incomplete, or does not reflect the current situation, Graviti may issue a notice of correction to the User and stipulate a time limit for re-authentication. If the User fails to re-authenticate, Graviti may unilaterally suspend and/or terminate the provision of part or all of the Services to the User without incurring any liability.

2.2.2 Users should maintain account information true, accurate, complete and current. In order to review user information in a timely and effective manner and provide better services to users, users agree that Graviti can disclose user information to third parties, and exchange user information with third parties for verification purposes. For more information on how we might process and protect your personal data, please refer to our Privacy Policy.

Use of our Platform
3.1 All uses of the account and the Platform should be in accordance with this Agreement, other agreements and any guidelines Graviti may publish or modify from time to time. The User shall take full responsibility for the registered account and password. When you suspect that someone else is using your account, you should immediately notify Graviti.

3.2 If you use an application on the Platform, there may be a supplemental agreement and/or related business rules. Please read and accept the relevant supplemental agreement before using the third party or Graviti application.

3.3 You understand and agree that Graviti will make its reasonable efforts to maintain the safety of your data stored on the platform, but Graviti cannot warrant that your data is absolutely safe, nor will Graviti be responsible for any losses in connection with your loss of data, moreover:

（1）You understand that according to laws and regulations, relevant transaction records may need to be kept in the Graviti or third-party service providers’ back-end server for 5 years or even longer.

（2）If the Services are suspended, terminated or canceled, Graviti may permanently delete your data from the server without further notice, under such circumstances, Graviti is not obligated to return any data to you. However, you can always back up your data in accordance with this Agreement prior to suspension, termination or cancellation of your account.

3.4 Although we will try to provide uninterrupted, safe, unrestricted Services with our best endeavors, Graviti makes no representations or warranties that these Services will be fit for purpose or fulfil your requirements. Further, Graviti makes no representations or warranties of the following:

（1）Any and all data, content, resulting products, etc. obtained from these Services are reliable, comprehensive and error-free;

（2）Any error related to these Services will be resolved;

（3）Data or other contents uploaded by the User will be safe, complete and free from corruption or loss at all times; and

（4）Your use of these Services will be uninterrupted and unrestricted at all times. Graviti may at its discretion, determine how and whether to limit your use of the Services according to its server condition, and in cases where you may, in Graviti’s reasonable opinion, commit unreasonable breach or compromise to the Platform or the server. Graviti does not take any responsibility for losses or damages caused to users by the aforementioned limits.

3.5 Graviti reserves the right to periodically upgrade, overhaul or maintain the Platform. In such circumstances, Graviti shall not be liable for any interruption of the Services for reasonable period of time, nor any consequences such interruption may cause.

3.6 You agree that Graviti may use your information for promotional purposes, but subject to this Agreement and our Privacy Policy, which also describes how you can opt-out.

User’s Codes of Conduct
When using our Platform, you should act in accordance with the following:

4.1 Prohibited Content

Content means any content uploaded, created, produced, copied, published or transmitted by the User during the use of the Services, including but not limited to, information, data, text, voice and pictures, videos and other contents that are generated through or from use of the Services. You shall not use the Platform to upload, publish, transfer, transmit or store:

（1） Prohibited contents in violation of applicable laws and regulations, or contents which may endanger national security, social stability, public order, social morality, as well as other illegal, defamatory, insulting, slanderous, indecent, pornographic, obscene and violent content;

（2）Contents infringing intellectual property rights and trade secrets;

（3）Contents that may result in tortious actions;

（4）Contents relating to privacy, personal information or materials, or information which may result in harassment and spam;

（5） Information that adversely impacts public order, social morality, or interferes with the Platform or infringes the legitimate rights and interests of other users or third parties;

（6） Any other information that in Graviti’s reasonable opinion, are inappropriate.

We do not pre-screen Content generated by you, but we have the right to refuse or remove any Content permanently that, in our sole discretion. If in our reasonable opinion, such Content violates any Graviti terms or policies.

4.2 Prohibited Actions

You may not engage in any of the following acts when using the Platform except as mandated by law or by Graviti's written permission:

（1）Delete or modify any copyright information on the Platform and any copies of data that you might make;

（2）Conduct reverse engineering of the Platform, or other attempts to discover the source code or technology of the Platform;

（3）Sell, distribute or provide this Platform to others in any form, or create a competitive or similar product based on this Platform;

（4）Use, rent, lend, copy, modify, link, reproduce, compile, release, publish Contents in violation of third party intellectual property rights;

（5）Copy, modify, add, delete and mount the data released into any terminal memory by the Platform, the interactive data between the user end and the server of the Platform, and the system data necessary for operation of the Platform;

（6）Collect, obtain or store any Content on the Platform through any means or tools (such as web search and retrieval programs, web scraping tools, etc.) without the authorization of Graviti and the relevant Users.

（7）Add, delete, change the functions or operations of the Platform by modifying or forging the instructions, commands and data, or operate or make available to the public the software and methods used for such purposes, whether for commercial purposes.

（8）Log in, use or interfere with the Platform through any third-party software, plug-in, add-on or system that are not developed or authorized by Graviti, or produce, publish, disseminate these tools;

（9）Use any Graviti logos such as Platform logo, similar logos to Graviti product logo, or content that imitates the Graviti logos outside of the scope expressly authorized by Graviti;

（10）Make representation in any form expressing that you are associated or affiliated with, sponsored by, recognized by the Platform or Graviti , or it can be reasonably inferred that you represent the Platform or the views or opinions of Graviti;

（11）Delete, edit, obscure or in any other way replace any corporate logos, business names, service annotations and domain names related to Graviti or the Platform, or other evident logos of Graviti’s business partners which are contained on products created via the Platform.

（12）Any behaviors or actions that are not expressly authorized by Graviti.

4.3 Responsible for Your Own Acts

You are the sole authorized user of your account. You are responsible for all activities under your account, including any data uploaded, and any consequences arising therefrom. You shall evaluate the contents by yourself and assume all risks arising from the use of the contents, including the risks arising from reliance on its correctness, completeness or usefulness. Graviti will not be responsible for any loss or damage caused by the foregoing risks.

4.4 Measures Graviti may take

You understand and agree that if Graviti finds on its own, or receives any report or complaint from others against you regarding violation of this Agreement, or any other circumstances that Graviti deems inappropriate:

Graviti may, after notifying you, take appropriate legal action against your violations, including but not limited to, disconnecting links, deleting contents or accounts permanently, blocking, suspending, restricting or terminating the Service, reporting relevant information to the relevant departments in accordance with laws and regulations, and you shall bear full legal responsibility arising therefrom.

After your violation is resolved or corrected, Graviti may on your application, recover the deleted content, but Graviti is in no way obliged to do so.

User Generated Content Ownership and Authorization
You own Content you create and upload, but you allow us certain rights to it, so that we can display and share the content you post after obtaining your authorization. You still have control over your Content, and responsibility for it, and the rights you grant us are limited to those we need to provide the Service. We have the right to remove Content or close accounts if we need to.

5.1 Ownership of Content, Right to Post, and License Grants

You agree that you will only submit Content that you have the right to post; and that you will fully comply with any third-party licenses relating to Content you post. Because you retain ownership of and responsibility for your Content, we will only share your Content with other users with your consent. You understand that you will not receive any payment for any of the rights granted. The licenses you grant to us will end when you remove your Content from our servers, unless other users have copied or downloaded it.

5.2 License Grant to Us

We need the legal right to do things like hosting, storing or displaying your Content, publish it, and share it. You grant us and our legal successors the right to store, parse, and display your Content, and make incidental copies as necessary to render the website and provide the Service. This includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it. We will not display or share your uploaded Content until we have your explicit authorization.

5.3 License Grant to Other Users

Any Content you post publicly, including issues, comments, and contributions to other users' datasets, may be viewed by others. By setting your datasets to be viewed publicly, you agree to allow others to view and "fork" your dataset (this means that others may make their own copies of Content from your datasets in datasets they control). You may grant further rights if you adopt a license.

If you set your Content and datasets to be viewed publicly, you grant each user of the Platform a non-exclusive, worldwide license to use, display, and perform your Content through the Platform and to reproduce your Content solely on the Platform as permitted through the platform’s functionality (for example, through forking). If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other users.

Statement on Intellectual Property Rights
6.1 Graviti, our licensors, and/or our content providers retain ownership of all intellectual property rights of any kind related to the website and Service, including its derivatives. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the website and Service is our copyright. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Graviti.

6.2 As a result, the User may not use any Content obtained from the Service for profit or provide to a third party, or use any robot, web crawler, automatic equipment, or manual program to monitor or copy, download the webpage or any Content, unless prior written permission is obtained from Graviti.

6.3 The User agrees to be responsible for any legal or non-legal consequences in connection with violation of this Clause 6, and agrees to indemnify Graviti for any losses, costs, damages and claims from third parties.

Third-Party Application or Technology
The Platform may use third-party application, technology or services (including the source code and public domain code that may be used for the Platform), and such use has been legally authorized. You may be subject to additional agreements and rules if you use any third-party application, technology or services. Under such circumstances, Graviti will notify you of the additional agreements and rules, and you agree to be responsible for consequences of non-compliance.

Graviti shall not be liable for resolving any dispute arising from the use of any third-party’s application, technology or services, nor does Graviti provide customer service support for the aforementioned.

Disclaimer
Graviti provides the Platform “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the website or the Platform including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

8.1 Whether to download or obtain any information through this website is at the User's own discretion and risk. The User shall be fully responsible for any damage to the User's computer system or loss of data due to downloading any information.

8.2 While Graviti tries its best to ensure the quality of Service, Graviti does not assume any liability, warranty, or guarantee whatsoever for the legality, authenticity, relevance, fitness for purpose and quality of the applications published and hosted by Graviti, its affiliates or any third parties.

8.3 This Platform may provide links to other websites or resources on the Internet. We do not guarantee or be responsible for any content, advertisement, product or other information existing in or derived from such websites or resources.

8.4 Graviti will be excused from liability to the extent that it is unable to perform any obligation under this Agreement due to extraordinary causes beyond its reasonable control, including：

·（1）Damage by computer viruses, Trojan virus or other malicious programs, or hacker attacks;

·（2）Risk of data loss and service interruption by the User's network configuration changes；

·（3）Your failure to use the Service properly or in a manner not authorized by Graviti;

·（4）The Service cannot be used normally due to the User's own technical difficulty;

·（5）Other situations beyond Graviti’s reasonable control and anticipation.

8.5 Graviti shall not be responsible for any malfunctions, defects or deficiencies in any machine learning, model training and applications or end products you develop from using the Services, nor any losses, damages and consequences therefrom.

API Terms
Any use of the API, including use of the API through a third-party product that accesses the Platform, is bound by this Agreement plus the following specific terms:

You expressly understand and agree that Graviti shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Graviti has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.

Abuse or excessively frequent requests to the Platform via the API may result in the temporary or permanent suspension of your account’s access to the API. Graviti may in its sole discretion, determine abuse or excessive usage of the API. Graviti will make a reasonable attempt via email to warn the account owner prior to suspension. Graviti reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.

10.Limitation of liability

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

To the fullest extent permitted by law, our aggregate liability shall not exceed the total fees payable by you for the use of Service.

You will defend, indemnify, and hold Graviti including our affiliates, subsidiaries, parents, successors and assignees, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Platform. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Miscellaneous
11.1 Termination

（1）It is your responsibility to properly cancel your account with Graviti. You can cancel your account at anytime. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, for a reasonable period of time (though some information may remain in encrypted backups). This information cannot be recovered once your account is cancelled.

We will not delete Content that you have contributed to other Users' dataset or that other Users have forked.

（2）Graviti has the right to suspend or terminate your access to all or any part of the website at any time, with or without cause, with or without notice, effective immediately. Graviti reserves the right to refuse service to anyone for any reason at any time.

No fees paid shall be refundable upon termination.

11.2 Governing Law

Except to the extent applicable law provides otherwise, this Agreement between you and Graviti and any access to or use of any other services are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions.

11.3 Dispute Resolution

Any legal action or proceeding in connection with this Agreement or the performance of this Agreement shall be settled by arbitration in California before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties.

11.4 Non-Assignability

Graviti may assign or delegate this Agreement or the Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Clause 5.2. You may not assign or delegate any rights or obligations under the Agreement or Privacy Policy without our prior written consent, and any unauthorized assignment and delegation by you is void.

11.5 Force Majeure

Where the implementation of this Agreement is impossible, unnecessary or meaningless due to any force majeure or other accidents, both parties shall not assume any responsibility. Force majeure means the objective circumstances which are unforeseeable, unavoidable and insurmountable, including, but not limited to, wars, typhoons, floods, fires, tsunamis, thunder stroke or earthquakes, strikes, riots, statutory infectious diseases, hacker attacks, network viruses, technical controls by telecommunication sectors, government actions, or any other natural or man-made disaster.

11.6 Section Headings and Summaries

Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

11.7 Severability, No Waiver, and Survival

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Graviti to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

11.8 Complete Agreement

This Agreement, together with the Privacy Policy and any other agreements you may sign with Graviti, represent the complete statement of the agreement between you and us. This Agreement supersedes any oral proposal or prior agreement, and any other communications between you and Graviti relating to the subject matter of these terms.

11.9 Export Compliance

The Services may be subject to export restriction laws and regulations in the U.S. and any other applicable jurisdiction and you are responsible for compliance regarding your use of the Services. You warrant that you, your affiliates, the users of your end products, are not and will not be a person or entity on the OFAC List of Specially Designated Nationals or Consolidated Screening List, or any entity in which Specially Designated Nationals own in the aggregate, directly or indirectly, a 50% percent or greater interest. By using the Platform or registering, you also expressly warrant that you are in no way subject to any sanctions imposed by any government departments, agencies and international organizations.

11.10 Contacting Us

If you have any questions regarding this Agreement or anything else, please do not hesitate to contact us via contact@graviti.com.