OMIQ Platform Terms of Service
Thank you for your interest in the OMIQ Data Science Platform!
By using this website, and all related tools and services (collectively the “Services”), you indicate your unconditional acceptance of the following Terms of Service.
Throughout these Terms of Service, “you” or “your” refers to you as the user accessing or using any of the Services, or if you are using the Services on behalf of an entity such as your employer, “you” or “yours” refers to that entity. You represent and warrant that you have the legal right and capacity to enter into these Terms of Service in your jurisdiction, and if you are using the Services on behalf of an entity, you represent and warrant that you are authorized to agree to these Terms of Service on the entity’s behalf. “Omiq”, “we”, “us”, or “our” shall refer to Omiq, LLC.
You may be accessing and using the Services in connection with an agreement (“Service Agreement”) between us and a third party to enable one or more of its employees or contractors to act as a user of the Services (an “Enterprise Account”). The parties (you and us) agree and acknowledge that, if you are accessing or using the Services in connection with an Enterprise Account, that the Service Agreement will supersede these Terms of Service in the event of a conflict.
You agree to all of the terms of these Terms of Service. Please read these Terms of Service carefully, as they may have changed since your last visit. We reserve the right to change these Terms of Service from time to time for any reason, which shall be effected by posting of the updated Terms of Service on the Website. These Terms of Service apply to all the services and features available on the Website unless otherwise expressly indicated herein or on the Website.
Please read these terms of service carefully, as they create a binding contract between you and OMIQ.
Scope of Service, Registration and User Responsibilities.
- Limitations. You are responsible for obtaining any equipment and Internet service necessary to access our Services, including without limitation the Platform, and for paying any fees for the Services you select from time to time. We may alter, suspend, or discontinue our Services, in whole or in part, at any time and for any reason, without notice. We may restrict access to portions of our Services, including without limitation the Platform, for some or all users, from time to time. The Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.
- Protection of Login Credentials. In general, the Services are provided on a per user subscription basis. You agree not to share your Login Credentials with any other person for any purpose, specifically including the purpose of enabling a third party to use the Services utilizing your log-in credentials. You further agree to use reasonable measures to protect the secrecy of your Login Credentials and to notify us immediately if the secrecy of your Login Credentials is compromised.
Data and Content Rights and Obligations.
- Submitted Data. [CC1] You may submit data to Omiq from time to time during the Term (“Submitted Data”); provided that such Submitted Data shall only be provided to Omiq and the Platform in compliance with applicable law and regulation and your rights in such Submitted Data. Storage capacity and relevant overage fees are dictated elsewhere in this document. Except as otherwise agreed by you and Omiq, Omiq may delete all user data 90 days after a user’s subscription has lapsed/expired unless renewed within this time frame. Enterprise Accounts are bound by individual terms of each applicable Service Agreement. Check with your site administrator or Omiq for details. You hereby grant to Omiq the non-exclusive right to aggregate the Submitted Data, such that such aggregated data is anonymized and de-identified or otherwise contains only non-personal information that does not directly or indirectly identify you or any individual and that cannot, with reasonable effort, be used to re-identify you or any individual (“Aggregated Data”) and to analyze, copy, use and disclose Aggregated Data during and after the Term of these Terms of Service to improve the quality and overall experience of our Services and other business purposes.
- Other User Content. The Platform may permit you to provide Submitted Data, other data, additional tools, pipelines and other content (collectively, “User Content”), for use for the purposes as are designated by you. You hereby grant to Omiq a perpetual, royalty-free, worldwide, non-exclusive license to use, copy, modify and distribute such User Content for such purposes.
- Your Content Generally. You are solely responsible for any User Content that you submit, use, display or share on or via the Service. You must not submit, upload, post, display or share any User Content that you do not have the right to copy, use or share for the purpose of your use of the Services. If you choose to provide User Content, you agree that you will provide accurate, complete, and up to date information as requested on the screens that collect information from you.
- User Representations. You represent and warrant that: (i) you own the User Content submitted and used by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Service; (ii) the submission and use of your User Content on or through the Service does not violate and laws or violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content you submit or use on or through the Service. Except as set forth above, the User Content is provided by you “AS IS”.
- Monitoring. We have the right, but not the obligation, to monitor User Content submitted to our Services, to determine compliance with these Terms of Service and any other applicable rules that we may establish. We have the right in our sole discretion to edit or remove any material submitted to or posted through our Services. Without limiting the foregoing, we have the right to remove any material that Omiq, in its sole discretion, finds to be in violation of these Terms of Service or otherwise objectionable, and you are solely responsible for the User Content that you post to our Services.
- Required Disclosures. You acknowledge and agree that Omiq may store and/or preserve User Content and may also disclose User Content and/or other information provided by you if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of these Terms of Service; (c) respond to claims that any User Content violates the rights of third-parties in accordance with these Terms of Service; and/or (d) protect the rights, property, or personal safety of Omiq, its representatives and/or agents, its users or the public.
Intellectual Property; Restricted License.
- Ownership of the Platform and Other Content. You acknowledge that the structure, organization, and code used in conjunction with the Services, including without limitation the Platform, and all content available via the Services are proprietary to Omiq and/or Omiq’s supplier(s), and that Omiq and/or its suppliers retain exclusive ownership of the Services and Platform, documentation, and any other intellectual property rights relating thereto, including all modifications, enhancements, derivatives, and other software and materials relating to the Platform, and all copies thereof whether pre-existing or developed in the future (“Omiq Content”). The Omiq Content may contain errors, defects or inaccuracies. Omiq reserves the right to make changes to the Omiq Content without obligation to issue any notice of such changes.
- Trademarks. The service marks and trademarks of Omiq, including without limitation “Omiq”, “OMIQ”, and the Omiq logos, are service marks owned by Omiq, LLC. Any other trademarks, service marks, logos and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner. You shall not remove any proprietary, copyright, trademark, or service mark legend from any Omiq Content.
Use of Omiq Content. You may view, copy, and download Omiq Content that is made available to you on our Website or through our Services, subject to the following conditions:
- You shall not have the right to copy or download any Omiq Content unless explicitly permitted by Omiq.
- You may only use the Omiq Content for your own research and development and educational purposes in compliance with all laws and regulations that apply to you.
- You shall not sell, transfer, publish, disclose, display, distribute, transmit, perform, license or otherwise make available the Omiq Content or copies thereof to others. You may not resell the Services or use the Services to provide substantially-similar services to any third party.
- Except as otherwise expressly permitted by these Terms of Service, you may not copy, otherwise reproduce, modify, or adapt the Omiq Content in whole or in part, including without limitation by posting the Omiq Content on any network computer or distributing the Omiq Content on or in any media.
- You agree to make all necessary and reasonable efforts to comply with the above provisions in the same manner which you take to secure and protect you own intellectual property rights, but no less than reasonable care, in order to maintain Omiq’s rights therein.
- No Other Rights. Nothing contained within our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or any Omiq Content or trademarks displayed on our Services, except: (a) as expressly permitted by these Terms of Service; or (b) with Omiq’s prior written permission or the permission of the third party that owns the trademark or copyright of the Omiq Content displayed on our Services.
- Suggestions. You may provide Omiq with suggestions for improvements, modifications or enhancements to the Services from time to time in connection with the Services (“Suggestions”). All such Suggestions are provided “AS IS.” You hereby grant to Omiq a non-exclusive, royalty-free, perpetual, irrevocable license under all Suggestions and all intellectual property rights therein, to copy, use and modify such Suggestions and to make, have made, use, import, offer to sell and sell products and services incorporating such Suggestions.
Copyright Infringement; Notice and Take Down Procedures.
Omiq accepts notices of copyright infringement filed in accordance with the requirements of the Digital Millennium Copyright Act (“DMCA”). If you believe that any content on our Services infringes your copyright, please see our Copyright Policy for instructions on how to file a notice of infringement.
Analysis Tools; Third party links.
- Analysis Tools. We currently make available Analysis Tools through our Services. Each such Analysis Tool is provided “AS IS” except for any third party warranties or other contractual commitments set forth separately via the Website specifically with respect to such Analysis Tools. Use or download of Analysis Tools may be subject to additional license agreement terms made available on our Website from time to time (each, a “Tool License Agreement”). We may provide certain information or descriptions about Analysis Tools or other third party products or services (collectively “Tool Descriptions”) that we prepare or that we obtain from independent third parties, such as from third party vendors. We do not warrant that Tool Descriptions are accurate, complete, reliable, current, or error-free. You agree that Omiq is not liable in any way for the accuracy, completeness or timeliness of the Tool Descriptions or other Omiq Content, or for any decision made or action taken by you relying upon the Tool Descriptions or other Omiq Content.
- Third Party Links. Our Services may provide you with the ability to link to external sites, or download content from third party sites, from time to time. Any such external links on our Services will lead to other websites, including to products or content sold or otherwise made available by outside vendors and companies. If we provide any such links it is as a convenience to you, and we are not liable for the content, goods, services, advertising, or other materials found on any external websites. Any logo of a third party used on the Website is a trademark of such third party or its affiliates.
- No Endorsement. In no event shall any reference to any third party or third party product, content or service be construed as an approval or endorsement by Omiq of that third party or of any product, content or service provided by a third party. Likewise, a link (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) to any third party website does not imply that we endorse or accept any responsibility for the content or use of such a website.
Standards of Conduct. You agree that you will not engage in the following conduct and will not authorize or aid others in doing so:
- Transmit or submit any User Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Omiq.
- Submit User Content you know is false, misleading, untruthful, or inaccurate.
- Utilize any automated means, including without limitation scraping, to obtain content from the Services, with the exception of authorized use of the OMIQ Platfom API.
- Post User Content which infringes another’s copyright, trademark or trade secret.
- Post unsolicited advertising or unlawfully promote products or services.
- Harass, threaten or intentionally embarrass or cause distress to another person or entity.
- Impersonate another person.
- ntroduce viruses, worms, Trojan horses and/or harmful code to the Services or implement a denial of service attack or introduce or implement any other code or routine which results in disruption or damage to the Services.
- Obtain unauthorized access to any computer system through the Services.
- Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age).
- Use, or allow the use of, the Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations.
- Encourage conduct that would constitute a criminal or civil offense.
- Use the Services on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity.
- Reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, the Services or any software component of the Services or the Analysis Tools, except to the extent permitted by any separate Tool License Agreement applicable to such Analysis Tools as may be provided by Omiq from time to time.
- Alter, damage or delete any data other than your own User Content or retrieve or record information about the Services or its uses.
- Act in a fraudulent, tortious malicious, or negligent manner when using the Services.
- You will promptly notify Omiq of any complaints or objections to use of the Services by you made by a third party.
- Consequences of Breach. Without limiting its other remedies for a breach of these Terms of Service, Omiq reserves the right to suspend or terminate any part or portion of the Services or terminate your access to the Services if it reasonably believes that you are misusing or abusing such Services or are otherwise in breach of these Terms of Service. Nothing in this Section 6 imposes on Omiq an obligation to supervise or monitor use of the Services.
- Fees. We may make available the Services for free or for a fee from time to time. We reserve the right to change our fee structure at any time. If you purchase any Services that we offer for a fee, you agree to pay Omiq directly or via a third party payment processing service provider. You also agree to pay the applicable fees for such Services as they become due plus all related taxes. You also agree to pay fees that may accrue after termination, where Submitted Data remains hosted on the Platform, and any costs or fees arising from transitioning Submitted Data to a third party or deleting it upon termination.
- Payment. You agree that Omiq may charge your payment method for any services, subscriptions or products you purchase and for any additional amounts (including any taxes, late fees, and overage fees, as applicable) that may be accrued by or in connection with your account associated with your Login Credentials. Omiq may require advance payment for some or all of the Services and may impose technical limitations which limit incurrence of fees beyond pre-paid amounts; provided that Omiq is not obligated to implement such limitations. Any such technical limitations may delay or interfere with the Services. You are responsible for the timely payment of all fees and for providing Omiq with a valid payment method for payment of all fees through one of the methods that we list on our Services from time to time.
- Refunds. Other than as expressly set forth on our Services as updated from time to time, Omiq has no obligation to provide refunds or credits, but may grant them in certain circumstances to correct any errors made by Omiq, in each case in Omiq’s sole discretion.
- Limits, Caps for Storage and Dedicated Compute Time. Relevant limits to the amount of storage and dedicated compute time that your user account will have access to through the Services, and any related overage fees, are dependent on the specifics of your subscription agreement with Omiq. Usage of resources beyond these limits may incur fees or trigger technical limitations that prevent additional usage beyond allocated limits.
Disclaimer of Warranty.
THE SERVICES ARE SOLELY FOR RESEARCH AND DEVELOPMENT AND EDUCATIONAL PURPOSES, NOT FOR ANY DIAGNOSIS OR TREATMENT OF ANY HUMAN DISEASE ORCONDITION. USE OF THE SERVICES AND ANY OMIQ CONTENT IS ENTIRELY AT YOUR OWN RISK. ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES. THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. OMIQ AND ITS AFFILIATES AND LICENSORS ARE NOT LIABLE OR RESPONSIBLE FOR ANY RESULTS GENERATED THROUGH THE USE OF THE WEBSITE OR SERVICES. Under no circumstances will we be liable for any loss or damage caused by your reliance on information in any Omiq Content on our Services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through our Services. You are responsible for seeking the advice of professionals, as appropriate, regarding the evaluation of any results of the Services or other Omiq Content.
By using our Services, you agree to indemnify, hold harmless and defend Omiq from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the Services and any User Content that you submit for use in connection with the Services.
Limitation of Liability.
- Disclaimer. IN NO EVENT SHALL OMIQ BE LIABLE TO ANY USER OF OUR SERVICES OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE WEBSITE OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
- Limitation. OMIQ’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS OF SERVICE OR THE SERVICES, CUMULATIVELY BETWEEN YOU AND OMIQ, SHALL NOT EXCEED THE GREATER OF (I) $1.00 OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO OMIQ FOR THE SERVICES, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.
- Waiver of Class Action. ANY CLAIMS BROUGHT BY YOU OR OMIQ MUST BE BROUGHT IN THAT PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
- Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE MAY NOT APPLY TO YOU.
- Disputes Among Users. Neither Omiq nor its affiliates or licensors is responsible for the conduct, whether online or offline, of any user of the Service. Omiq expressly disclaims any liability or claims that may arise between users of our Services or between users of our Services and third party vendors. You are solely responsible for your interactions with all other users and for your interactions with third party vendors and any disputes that arise from those interactions with other users or third party vendors. Omiq may monitor disputes between users, but is not obligated to monitor, mediate, or resolve such disputes.
Collecting personal information from children under the age of 18 ('minor children') through the Services is prohibited. No Content should be directed toward minor children. Minor children are not eligible to use the site, and we ask that they do not submit any personal information to us. You represent and warrant that you are at least 18 years of age.
Term and Termination.
The term of the Services with respect to each user (the “Term”) begins upon the user’s authorized access to, and/or use of, the Services and continues until such access and/or right to use the Services ceases, including upon any termination of the Term by us. These Terms of Service apply to each user’s use of the Services during the Term; provided, that the rights and obligations of either party that by their nature would continue beyond the cessation of the use of the Services will survive, including without limitation unpaid payment obligations, warranty disclaimers, indemnities, limitations of liability, definitions and miscellaneous provisions. We may terminate any user’s access to our Services, for any reason and at any time, with or without prior notice. It is our policy to terminate users who violate these Terms of Service, as deemed appropriate in our sole discretion. You agree that we are not liable to you or any third party for any termination of your access to our Services.
This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in Santa Clara County, California and both parties hereby submit to the personal jurisdiction of such courts.
- Export Controls. You agree to comply with all applicable export laws and regulations, including the Export Administration Regulations and economic sanctions programs implemented by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). Without limiting the foregoing, you hereby warrant that you are not a Restricted Person. For purposes of these Terms of Service, you are a Restricted Person if you, or any officer, director, or controlling shareholder of the person or entity that has a Group Agreement, is (1) a national of, located within, or organized under the laws of Cuba, Iran, North Korea, Sudan, Syria, the Crimea region of Ukraine, or any jurisdiction in which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by OFAC; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List, Entity List, or Unverified List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person, you shall notify us within twenty-four (24) hours, and we shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you, but without prejudice to your outstanding obligations to us. You agree that you shall not utilize the Services to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized by the U.S. Government and with prior written notice to us. You may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, to any Restricted Person or otherwise in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
- Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Service was developed fully at private expense. All other use is prohibited.
- Headings; Severability. The headings of the sections of these Terms of Service have been inserted only to facilitate reference and shall not be taken as being of any significance whatsoever in the interpretation of the Terms of Service. If any part of these Terms of Service is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
- Entire Agreement. These Terms of Service constitute the entire agreement between, or, as appropriate, among, the parties relating to the subject matter herein. No other amendment of these Terms of Service shall be effective unless agreed in writing by you and Omiq. Notwithstanding the foregoing, any Tool License Agreement applicable to Analysis Tools shall take precedence over these Terms of Service in the event of a conflict.
- Additional Information. If you have any questions about these Terms of Service, please contact us.
Last Updated: 11 October 2019