These Terms and Conditions (the “Terms and Conditions”), and any other terms or agreements incorporated herein by reference, between you and BatchX, Inc. and any of our affiliated companies (“BatchX”) govern your access to, use of, and participation in any BatchX website, product or service, applications or software (collectively, the “Services”). These Terms and Conditions do not change the terms or conditions of any other written agreement you may have with BatchX. If you are using the Services on behalf of an entity, you represent and warrant that you are authorized to accept these Terms and Conditions on the entity’s behalf and that the entity agrees to be responsible to BatchX if you violate these Terms and Conditions.
The BatchX Services provide a platform for the use, development, and commercialization of algorithms. Your right to access and use the Services is contingent upon your access and use of the Services in accordance with these Terms and Conditions.
THESE TERMS AND CONDITIONS CONSTITUTE AN ENFORCEABLE LEGAL AGREEMENT BETWEEN YOU AND BATCHX. PLEASE READ THEM CAREFULLY. BEFORE YOU MAY ACCESS OR USE THE SERVICES, YOU MUST AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS, CONDITIONS AND RESTRICTIONS SET FORTH IN THESE TERMS AND CONDITIONS, BATCHX DOES NOT GRANT YOU THE RIGHT TO USE THE SERVICES.
BatchX reserves the right at any time to modify these Terms and Conditions and to impose new or additional terms or conditions on your use of the Services. BatchX will notify you of the modifications and/or new or additional terms or conditions by revising the date at the top of the Terms and Conditions and, in some cases, may provide you with additional notice (such as adding a statement to the BatchX homepage or sending you an email notification). Such modifications and/or additional terms and conditions will become effective at the end of the 30 day period beginning when BatchX posts the changes via the Services (“Notice Period”). If you disagree with any changes, you must stop using the Services within the Notice Period. Your continued use of the Services after the Notice Period will be deemed acceptance of the changes. You should review these Terms and Conditions whenever you access the Services and at least every 30 days to make sure that you understand the terms, conditions, and restrictions that will apply to your use of the Services.
Notwithstanding any other provision of these Terms and Conditions, BatchX reserves the right to change, suspend, remove, or disable access to the Services or any content or other materials comprising a part of the Services at any time without notice. In no event will BatchX be liable for making these changes. BatchX may also impose limits on the use of or access to certain features or portions of the Services, in any case and without notice or liability.
Additional terms and conditions may apply to certain Services. When you use a Service offered by BatchX, you will also be subject to the guidelines, terms and agreements applicable to that particular Service (the “Service Terms”). In the event of any conflict between these Terms and Conditions and any particular Service Terms, the Service Terms will control.
No individual under the age of 13 may use the Services, provide any personal information to BatchX, or otherwise submit personal information through the Services. If you are 13 or older, but under the age of 18, your parent or guardian must agree to be bound by these Terms and Conditions and you may only use the Services with your parent or guardian’s consent or under your parent or guardian’s supervision.
Use of the Services requires Internet access, compatible hardware, and may also require periodic updates to your browser, hardware, and/or other software. You agree that meeting these requirements, which may also change from time to time, is your responsibility.
Certain aspects of the Services require registration. As a registered user of the Services, you will establish an account (“Account”). You may not reveal your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account, and for all activities that occur on or through your Account, and you agree to immediately notify BatchX of any security breach of your Account. You accept all risks of unauthorized access and use relating to your use of the Services. BatchX reserves the right to deny, deactivate, or terminate your Account for any reason at BatchX’s discretion and BatchX shall not be responsible for any losses arising out of the unauthorized use of your Account. You may not assign or otherwise transfer your Account to any other person or entity.
You agree to provide accurate and complete information when you register with, and as you use, the Services (“Registration Data”), and you agree to update your Registration Data to keep it accurate and complete. You agree that BatchX may store and use the Registration Data you provide for use in maintaining and billing fees to your Account.
By using the Services, you consent to receiving electronic communications from BatchX relating to your Account, including email communications and/or notifications within the Services. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You also consent to receiving certain other communications from us, including information about BatchX features, updates, special offers, promotions, and surveys. If you no longer wish to receive these communications, you may opt out by sending an email to support [at] batchx [dot] io.
Subject to your compliance with these Terms and Conditions, BatchX hereby grants to you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access the Services for the sole purpose of enabling you to use the Services in the manner permitted by these Terms and Conditions. In the event that BatchX, in its sole discretion, elects to provide any upgrades that replace or supplement the original Services, this license will govern any such upgrades unless any such upgrade is accompanied by a separate license, in which case the terms of the separate license will govern.
You agree not to violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any security technology related to the Services for any reason—or to attempt or assist another person to do so. You agree not to access the Services by any means other than through software that are provided by BatchX for accessing the Services. You shall not access or attempt to access an Account that you are not authorized to access. Violations of system or network security may result in civil or criminal liability.
You acknowledge that, because some aspects of the Services entail the ongoing involvement of BatchX, if BatchX changes any part of or discontinues the Services, which BatchX may do at its election, you may not be able to use the Services to the same extent as prior to such change or discontinuation, and that BatchX shall have no liability to you in such case.
You are solely responsible for your conduct (and the conduct of anyone who uses the Services on your behalf) with respect to the Service, which you use at your own risk. Except as expressly permitted in writing by BatchX, you will not do, and will not permit any third party to do, any of the following:
If you violate (or are alleged to have violated) any of the foregoing restrictions, your right to use of the Services will immediately and automatically terminate, and you may have infringed the copyright or other rights of BatchX, which may subject you to prosecution and damages.
You may not use the Services to test or undermine the security of the Services. You will not and will not attempt to (i) interfere with, modify or disable any features, functionality or security controls of the Services, (ii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms incorporated into the Service, or (iii) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Services.
You will immediately report to BatchX any security flaws you discover in any of the Services. BatchX reserves the right, in its sole discretion, to determine what constitutes a security flaw. Failure to report such flaws, particularly prior to public disclosure, shall be considered a material breach of this Agreement.
You will not publish or link to malicious content or code intended to damage, disrupt, compromise, or exploit a user’s browser, device, BatchX account, or to compromise an individual’s privacy in any manner. You will not use the Services and won't create Software, for the purpose of sending spam or distributing malware. BatchX reserves the right, in its sole discretion, to determine what constitutes spam and/or malware.
BatchX has the right, but not the obligation, to monitor your use of the Services for any reason or no reason, including to ensure your compliance with these Terms and Conditions.
Certain content and services available via the Services may include materials from third parties. BatchX may provide links to third-party websites as a convenience to you. You agree that BatchX is not responsible for examining or evaluating the content or accuracy and BatchX does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party and that BatchX is not in any way responsible for any such use by you.
You understand that by using the Services, you may encounter material that you may deem to be offensive, indecent, or objectionable, and that such content may or may not be identified as having explicit material. Nevertheless, you agree to use the Services at your sole risk and BatchX shall have no liability to you for material that may be found to be offensive, indecent, or objectionable.
You agree that the Services, including text, graphics, logos, user interface, and the scripts and software used to implement the Services, contain proprietary information and material that is owned by BatchX, and is protected by applicable intellectual property and other laws, including copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Services in compliance with these Terms and Conditions. No portion of the Services may be copied or reproduced in any form or by any means, except as expressly permitted in these Terms and Conditions. You agree not to rent, lease, loan, license, sell, distribute, modify or create derivative works based on the Services in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including by trespass or burdening network capacity.
All copyrights in and to the Services (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned by BatchX, who reserve all their rights in law and equity. THE USE OF SOFTWARE, THE BATCHX API OR ANY PART OF THE SERVICES, OTHER THAN IN ACCORDANCE WITH THESE TERMS AND CONDITIONS, IS STRICTLY PROHIBITED AND MAY INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF BATCHX OR OTHER THIRD PARTIES, WHICH MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES.
BatchX, the BatchX logo, and any other BatchX trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of BatchX Inc. The look and feel of the Services, including all custom graphics, button icons, and scripts constitute service marks, trademarks, or trade dress of BatchX and may not be copied, imitated, or used (in whole or in part) without BatchX’s prior written consent. All other trademarks, service marks, graphics, and logos used in connection with the Services (“Third Party Trademarks”) are the property of their respective owners and the use of such Third Party Trademarks inures to the benefit of each owner. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.
Any suggestions, comments, or other feedback (collectively, “Feedback”) that you provide regarding BatchX or the Services will constitute BatchX’s confidential information. BatchX is free to use, disclose, reproduce, license, distribute, and exploit this Feedback as BatchX sees fit without obligation or restriction of any kind.
If you fail, or BatchX suspects that you have failed, to comply with any of the provisions of these Terms and Conditions, BatchX, at its sole discretion, without notice to you may: (i) immediately terminate your right to access and use the Services and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) preclude access to the Services (or any part thereof).
BATCHX DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME BATCHX MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.
YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BATCHX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED OR ORAL OR WRITTEN, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WITH RESPECT TO THESE TERMS AND CONDITIONS AND THE SERVICES, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, BATCHX DOES NOT WARRANT, AND DISCLAIMS ALL LIABILITY FOR (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES, OR ANY USER CONTENT; (C) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY USER CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES; AND (D) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BATCHX OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS AND CONDITIONS. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER BATCHX, NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, OR LICENSORS, SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BATCHX EXCEED FIVE HUNDRED U.S. DOLLARS (U.S. $500). BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, BATCHX'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
BATCHX SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND BATCHX HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
YOU AGREE, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS BATCHX, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, AND LICENSORS FROM AND AGAINST ANY CLAIMS, DAMAGES, PAYMENTS, DEFICIENCIES, FINES, JUDGMENTS, SETTLEMENTS, LIABILITIES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES, COSTS, PENALTIES, INTEREST, AND DISBURSEMENTS) ARISING OUT OF OR RELATED TO YOUR BREACH (OR ALLEGED BREACH) OF THESE TERMS AND CONDITIONS, THE BATCHX AGREEMENTS AND POLICIES, ANY SERVICE TERMS, YOUR DEVELOPMENT AND DEPLOYMENT OF ANY SOFTWARE, YOUR USE OF THE SERVICES (OR ANY THIRD PARTY USING YOUR ACCOUNT), INCLUDING THE BATCHX API, ANY USER CONSENT OR FEEDBACK, OR THE VIOLATION (OR ALLEGED VIOLATION) OF THE RIGHTS OF ANY THIRD PARTY BY YOU OR ANY THIRD PARTY USING YOUR ACCOUNT.
PLEASE READ THE FOLLOWING PROVISIONS CAREFULLY BECAUSE THEY REQUIRE YOU AND BATCHX TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF.
You and BatchX will arbitrate any dispute, claim, or controversy arising from or related to these Terms and Conditions or the Services, except that neither you nor BatchX is required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU AND BATCHX FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and BatchX will notify each other of any dispute within 30 days of when it arises and attempt informal resolution before any demand for arbitration. Arbitration will be conducted confidentially in Redwood City, California, by a single arbitrator in accordance with the rules of JAMS (or its successor). Except as expressly provided in these Terms and Conditions, the arbitrator has the authority to grant any remedy that would otherwise be available in court. The arbitrator will render a written opinion including findings of fact and law, and the award and determination of the arbitrator will bind the parties and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The parties will equally share the expenses of the arbitration unless the arbitrator determines to apportion fees and expenses differently. To the fullest extent permitted by Applicable Law, WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, NO ARBITRATION OR CLAIM UNDER THESE TERMS AND CONDITIONS WILL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NEITHER YOU NOR BATCHX WILL COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
You can choose to reject this agreement to arbitrate (“Opt-out”) by emailing legal [at] batchx [dot] io within 30 days after the date you agree to these Terms and Conditions for the first time. The Opt-out email you send to us must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number, and email address. Providing an Opt-out notice is the only way you can opt-out of this agreement to arbitrate. If you Opt-out of this agreement to arbitrate, all other parts of these Terms and Conditions will continue to apply.
The state and federal courts located in San Mateo County, California will have exclusive jurisdiction over any suit in connection with the Services or these Terms and Conditions that is not subject to arbitration, and you and BatchX hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts. These Terms and Conditions and your access to or use of the Services will be governed by, construed in accordance with, and enforced under the laws of the State of California, without resort to its conflict of law provisions.
If any part of these Terms and Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. BatchX's failure to enforce any right or provisions in these Terms and Conditions will not constitute a waiver of such or any other provision. BatchX will not be responsible for failures to fulfill any obligations due to causes beyond its control.
These Terms and Conditions, and any rights granted in these Terms and Conditions, may not be transferred or assigned by you, whether voluntarily or by operation of law (including in connection with any merger, acquisition, or sale of assets) except with the express written consent of BatchX, and any attempted assignment in violation of this paragraph is void and of no force or effect. BatchX may assign, transfer or delegate any of its rights and obligations hereunder without restriction by you. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and Conditions and neither party has any authority of any kind to bind the other in any respect. Except as otherwise expressly provided elsewhere in these Terms and Conditions, there will be no third party beneficiaries to these Terms and Conditions. As used in these Terms and Conditions, “including” means “including (without limitation)”. The section headings of these Terms and Conditions are for reference purposes only and will not affect the meaning or interpretation of these Terms and Conditions.
The Services are operated by BatchX from its offices in the United States. You agree to comply with all Applicable Law that relate to your use of the Services.
BatchX reserves the right to take steps BatchX believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms and Conditions. You agree that BatchX has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as BatchX believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms and Conditions (including BatchX's right to cooperate with any legal process relating to your use of the Services and/or a third-party claim that your use of the Services is unlawful and/or infringes such third party's rights).
These Terms and Conditions, along with the BatchX Agreements and Policies, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede and merge all prior proposals, understandings, and contemporaneous communications, whether oral, written or electronic.
If you have any questions regarding these Terms and Conditions or your use of the Services, please email to legal [at] batchx [dot] io.