Terms of Usage

ENGINE ML TERMS OF SERVICE

Last Updated: March 10, 2020

Welcome to the Engine ML website.

These Terms of Service govern your access to, and use of, our Site, and our provision of a variety of services.

  • We'll refer to these Terms of Service as the "Terms", and to our website as the "Site".
  • We'll refer to Engine ML as "Engine ML" or "we" or "us" or "our".
  • We'll refer to all the services we provide, individually and collectively, and including our product, as the "Services".
  • We'll refer to you, the person or entity agreeing to these Terms, as "you" or "your", and (to the extent you use license any Services), a "Customer".

1. Agreement to Terms

By accessing or using the Site, and/or using a Service, (i) you agree to these Terms and (ii) you represent that you are at least 13 years old.

2. Changes to Terms or Services

We may modify the Terms at any time. If we do so, we'll let you know either by posting the modified Terms on the Site, or through other communications. If you continue to use the Site and the Services after we've let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms, and to license our Services as further detailed below.

3. Your Right to Use the Site; Your Restrictions

A. Things you can do. Subject to your compliance with these Terms, Engine ML grants you a personal, limited, non-exclusive, non-transferable, non-sublicenseable, worldwide license to electronically access and use the Site solely as provided for in these Terms.

B. Things you can't do. You will not (and you will not allow any other person to) do any of the following:

i. circumvent or manipulate the Engine ML fee structure, billing process, or other fees owed to Engine ML (if any);

ii. access or attempt to access any other Engine ML systems, programs, data or accounts that are not made available for public or your use;

iii. except as allowed with respect to backups of your data, copy, reproduce, republish, upload, post, transmit, resell or distribute in any way any material from the Site;

iv. work around any technical limitations in the Site, use any tool to enable features or functionalities that are otherwise disabled in the Site, or decompile, disassemble, or otherwise reverse engineer the Site except as otherwise permitted by applicable law;

v. perform or attempt to perform any actions that would interfere with the proper working of the Site, prevent access to or the use of the Site by Engine ML's other licensees or customers, or impose an unreasonable or disproportionately large load on Engine ML's infrastructure;

vi. frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Engine ML or the Site or use any Engine ML trademark or service marks, unless authorized to do so in writing by Engine ML;

vii. attempt to access or search the Site or download content from the Site through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Engine ML or other generally available third-party web browsers;

viii. impersonate or misrepresent your affiliation with any person or entity; or

ix. otherwise use the Site except as expressly allowed under the Terms. 

The license granted in these Terms does not include any right of resale of any Engine ML Service; or any derivative use of any Engine ML Service or its contents. No Engine ML Service may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Engine ML. The licenses granted by Engine ML terminate if you do not comply with these Terms of Use.

4. Intellectual Property Rights

A. Engine ML's (and its licensors') Ownership of IP. The content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary rights. Some of the content on the Site may be the copyrighted work of third parties. Engine ML, the Engine ML logo, and other Engine ML trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Engine ML. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. In addition, the Services and Documentation contain proprietary and confidential information of Engine ML and its licensors. Engine ML and its licensors exclusively own all rights, title and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by Engine ML or its personnel in connection with the Services (collectively "Engine ML Materials"), including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights ("Intellectual Property Rights") therein. You will have no rights in any trademarks, the Engine ML Materials or the Site except as expressly set forth in these Terms.

B. Your Ownership of IP. For purposes of these Terms, "Customer Data" means all non-public data uploaded by you to the Site to enable provision of the Services. You own all right, title and interest in and to your Customer Data. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use the Customer Data.

5. Use of the Services; Providing Us Information

A. You'll Start by Creating an Account; Information You Must Provide. You will need to register with Engine ML to become a Customer. You agree to provide accurate, complete registration information, and to will keep that information current. You agree that Engine ML may store and use your registration information to maintain your account.

B. Information You Must NOT Provide; DISCLAIMERS

i. Confidential Information of Third Parties. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to Engine ML any data or information (including but not limited to third-party product or pricing information) which you are restricted from disclosing pursuant to any confidentiality (or similar) agreement with any third party. ENGINE ML EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH THIRD PARTY CONFIDENTIAL INFORMATION.

ii. Personal Health Information. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to Engine ML any data or information which may qualify as protected health information (or any similar information) regulated under the Health Insurance Portability and Accountability Act of 1996 and related regulations ("HIPAA") or the Health Information Technology for Economic and Clinical Health Act ("HITECH Act") (all such data or information, collectively, "PHI"). ENGINE ML EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH PHI.

6. How We'll Use Your Information; Our Privacy Policy

Your Privacy is Important to Engine ML. Protecting your privacy is really important to us. With this in mind, we will protect your personal information in accordance with our Privacy Policy.

7. Data Security; Disclaimer

A. The Security of Your Information is Important to Engine ML. You and we both agree to abide by all applicable local, state, national, and international laws and regulations in connection with providing the Services, including, without limitation, all laws regarding the transmission of technical data exported from the United States through the Service and all Applicable Privacy Laws. We will employ commercially reasonable security measures. Despite the foregoing, you acknowledge that the storage and process of data, and the assurances published by Amazon (including Amazon Web Services), Google Cloud Platform, and Microsoft (including Microsoft Azure) meet the requirements of this Section.

B. You Have Security Responsibilities. You agree to: (i) keep your password and online ID secure and strictly confidential, providing it only to Authorized Users of your account; (ii) instruct each person to whom you give your online ID and password that he or she is not to disclose it to any unauthorized person; (iii) notify us immediately and select a new online ID and password if you believe your password may have become known to an unauthorized person; and (iv) notify us immediately if you are contacted by anyone requesting your online ID and password. When you give someone your online ID and online password, you are authorizing that person to access and use your account, and you are responsible for any and all transactions that person performs while using your account, even those transactions that are fraudulent or that you did not intend or want performed. You agree to indemnify and hold harmless Engine ML from and against any and all liability arising in any way from the access to the Site by persons to whom you have provided your online ID and/or online password. In addition, you are responsible for your information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by you or through the use of third-party services. You agree to abide by all applicable local, state, national, and international laws and regulations in connection with using the Services and Documentation, including, without limitation, all laws regarding the transmission of technical data exported from the United States through the Service and all privacy and data protection laws, rules and regulations.

C. Some Third Parties May have Incidental Access to Your Information. Engine ML works with other companies to provide information technology services to users of the Site. These companies may have access to Engine ML's databases, but only for the purposes of providing service to Engine ML. For example, a third party (such as AWS) may obtain access to Your Information in an effort to update database software. These companies will operate under consumer confidentiality agreements with Engine ML.

D. The Internet is Not Guaranteed to be Safe. Please be aware that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information. ENGINE ML shall have no liability to YOU for any unauthorized access, use, corruption or loss of any of YOUR INFORMATION, except to the extent that such unauthorized access, use, corruption, or loss is due solely to ENGINE ML'S gross NEGLIGENCE or misconduct.

8. Ordering Services from Engine ML

A. Certain Definitions Applicable to Buying Services on EngineML.com.

a. "Applicable Privacy Laws" means in relation to any personal information that is processed in the provision of the Services, the applicable legislation on the protection of identifiable individuals, including where applicable the California Consumer Privacy Act, the Gramm-Leach-Bliley Act found at 15 U.S.C. Subchapter 1, §6809(4), the Health Information Portability and Accountability Act of 1996 and the rules promulgated thereunder ("HIPAA"), and the EU Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the "GDPR") and/or other applicable data protection or national/federal or state/provincial/emirate privacy legislation in force, including where applicable, statues, decisions, guidelines, guidance notes and codes of practice issued from time to time by courts, data protection authorities and other applicable government authorities.

b. "Authorized User" means any individual (including your employees, agents, contractors, suppliers of services, and customers, in each case to the extent that your license includes, and you pays for, such individual) who is authorized to access the Services and Documentation and exercise the rights licensed by you. Each Authorized User must use a unique identity to access and use the Service unless otherwise licensed, and may access the services only to the extent licensed by you.

c. "Cloud Infrastructure" means the Service, and the computing, storage, networking, and other hardware and software infrastructure used in providing the Service.

d. "Delivery" means the availability of the Services and/or Documentation by us to the you via electronic or other means, without regard to when you actually install or use such Service.

e. "Documentation" means the instruction manuals, user guides, and other information to be made available from time to time by us to you in electronic form.

f. "Order" is defined as the licensing by you of a Service (accepted by us) which you select and pay for (if applicable) with a valid online payment (if required).

g. "Output" means any files, texts, or events that are created or emitted by Licensee's software (for example, model checkpoints, log messages, training event files and intermediate files).

h. All references in this Agreement to "buying" or to the "sale" or "purchase" (or other similar terms) of any Subscription or Service shall mean the sale or purchase of a license to such Subscription or Service.

i. "Service" of "Services" means, collectively, the product(s) or services set forth in any Order (to the extent such product(s) or services are subsequently made available to you by us), as well as any Update made available to you by us.

j. A "Server" means that computer device on which the Service is installed and operated. A Server may be located on your site or may be a "cloud" server located on our site or at a third party's remote hosting site contracted for by either us or you. You agree that our third-party hosting provider meets or exceeds your standards for security and related certifications.

k. "Specifications" means those technical specifications in respect of the Service(s) which are published by us and are in effect at the time of Delivery.

l. "Subscription" means licenses to the Service and Documentation. A Subscription includes access to currently supported versions of the Service for the term of the Subscription.

m. An "Update" means enhancements, modifications, or additions to the Service or Documentation as may be made available from time to time by us to you.

n. "Use" shall mean the legal use by you of the Service and Documentation in accordance with the terms and condition of these Terms and in a manner consistent with the Specifications, subject to any applicable Usage Limitation.

B. How to Order Services. You can select Services for purchase by browsing our Service offerings on our Site, selecting the Service(s) you want to license, and successfully completing the ordering process.

a. An Order submitted by you to Engine ML corresponding to Services for which you've successfully completed the ordering process constitutes the agreement for Engine ML to provide the Services and for you to receive and pay for (if applicable) such Services.

b. Engine ML shall have no responsibility to provide any Service with respect to Orders submitted where you have not successfully completed the online ordering process.

C. Your Order Cannot Contain Additional Terms or Conditions. These Terms set out the complete and exclusive statement of the contract between you and Engine ML with respect to your purchase of Services. Any additional or conflicting provisions contained in an Order from you are expressly rejected.

D. International Access. If you access and use this Site outside the United States you are responsible for complying with your local laws and regulations.

E. Subscriptions. The Service is licensed pursuant to Subscriptions. Subscriptions will be for the term agreed to in an applicable Order.

F. Usage Limitations. Your Subscription may be subject to Usage Limitations. Usage Limitations may include (among other things) a description of the specific product or service licensed from us, a maximum number of Authorized Users, the initial term of your Subscription, the fees you agree to pay us (if any), a maximum amount of allotted storage, or other limitations.

G. Intellectual Property Rights. Ownership of Intellectual Property shall be as set for in Section 4 above and in this Section 8. The Service and Documentation contain proprietary and confidential information of Engine ML and its licensors. Except to the extent licenses are expressly granted hereunder, we and our licensors retain all right, title and interest in and to all intellectual property rights (including patent, trademark, trade secret rights, inventions, copyrights, know-how and trade secrets) in and to the Services and Documentation. We shall own all right, title and interest, including all intellectual property rights, in and to any intellectual property created by us pursuant to these Terms or otherwise created by us the course of providing the Service or support.

H. Our License Grant to You For the Service. Subject to and in consideration of timely payment by the you of any license fee (if any) and of your compliance with these Terms, we hereby grant to the you solely during the applicable term specified in an Order, a royalty free, limited, personal, non-exclusive, non-transferable license to: (i) access and use the Services via the Internet address provided to you by us; (ii) access and Use the Output; and (iii) Use the Documentation.

I. Restrictions on Our License Grant to You For the Service. You agree that you (and your Authorized Users) will not without express written permission of Engine ML: (a) reverse compile, disassemble, decompile or engineer, copy, modify or adapt the whole or any part of the Service; (b) make the Service or Documentation to, or use the Service or Documentation for the benefit of, anyone other than you; (c) assign, transfer, sell, resell, license, sublicense, distribute, rent or lease the Service or Documentation, or include any Service or Documentation in a service bureau or outsourcing offering; (d) permit direct or indirect access to or use of the Service or Documentation in a way that circumvents a contractual usage limit; (e) copy the Service or Documentation or any part, feature, function or user interface thereof (except as expressly otherwise permitted under this Agreement); (f) access or use the Service or Documentation in order to build a competitive product or service; (g) access the Services for or upload to the Cloud Infrastructure anything unlawful, misleading, malicious or discriminatory; (h) perform or attempt to perform any actions that would interfere with the proper working of the Cloud Infrastructure, prevent access to or use of the Cloud Infrastructure by our other customers; or (i) upload or transmit to the Cloud Infrastructure any device, software or routine that contains any computer programming routine that may damage, interfere or attempt to interfere with, or intercept the normal operation of the Cloud Infrastructure.

J. Your Obligations Related to Customer Data. You will provide accurate, current and complete information required to enable your Authorized Users on the Cloud Infrastructure, and to maintain the accuracy of such information during the Use of the Services. You will require Authorized Users to maintain proper password security, and for maintaining the confidentiality of your account. Without limiting any other responsibilities you have under these Terms, you are responsible for the actions of your Authorized Users, of anybody accessing the Cloud Infrastructure using the credentials of any Authorized User, and of any other individuals to whom you have given access to the Services. You will not, and will not permit or enable others to, access or attempt to access any accounts or data on the Cloud Infrastructure, other than those explicitly belonging to you or provided by us for your Use.

K. Your License Grant to Us. You hereby grant to us a non-exclusive, transferable and sublicensable (solely as set forth herein), worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display and perform Customer Data as reasonably required to operate and provide the Services. In addition, and despite anything to the contrary in these Terms, we shall have the right to collect and analyze Customer Data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning your use of the Services and data derived therefrom), and we will be free (during and after the term hereof) to (i) use such information and data for the purpose of analytics and to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the and other Engine ML offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with our business. You represents and warrants that you own all Customer Data or you have all rights that are necessary to grant us the licensed rights in Customer Data under these Terms.

L. Your Indemnification of Us. You represent and warrant that neither the Customer Data, nor the inclusion of Customer Data in the Services, will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You will defend and indemnify us from and against any third party claims of losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys' fees) arising out of or relating to (1) a breach of these Terms by you or any Authorized User; (2) the intellectual property rights in any of your Customer Data; (3) any loss, misuse, or disclosure of Customer Data not the result of our misconduct or gross negligence; and (4) any other claim relating to any classified or personally identifiable information within Customer Data, where such personally identifiable information (A) identifies or can be used to identify an individual, such as first and last name, social security number or other government issued number or identifier, date of birth, home or other physical address, e-mail address or other online contact information, telephone number, biometric data, mother's maiden name, or other personally identifiable information; or (B) includes any "non-public personal information" as that term is defined in the Gramm-Leach-Bliley Act found at 15 U.S.C. Subchapter 1, §6809(4).

M. Maintenance of the Services. We may schedule maintenance activities from time to time. We will us reasonable efforts to schedule non-emergency maintenance activities outside of our normal business hours.

9. Termination of Subscriptions

A. Termination by You or by Us. Either of us may terminate any Subscription under these Terms immediately if the other commits any material breach of any term of these Terms and which (in the case of a breach capable of being remedied) shall not have been remedied within ten days of a written request to remedy the breach. Either we or you may terminate a subscription for any reason upon ten days written notice to the other party. No termination by you, however, shall entitle you to any refund of fees paid (if any), or waiver of fees owed but unpaid (if any), at the time of termination.

B. Termination by Us. We may terminate any Subscription under these Terms upon our reasonable determination that your Use of the Service or Documentation (i) violates any applicable law or regulation or (ii) poses a threat to the secure or reliable provision of Services to other customers, or to the Cloud Infrastructure, or to the data contained therein.

C. What Happens if a Subscription is Terminated? Any termination of any Subscription pursuant to these Terms shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. Upon termination of any Subscription pursuant to these Terms, you will immediately uninstall or destroy (or at our sole option) all copies of the Service and Documentation in its possession or control, and your duly authorized officer shall certify in writing to us that the you have complied with this obligation.

10. DISCLAIMER OR WARRANTIES

A. The Service is provided "as-is". The Service and Documentation are provided "as-is", with no warranty or indemnity of any kind. ENGINE ML MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCTS, SERVICES, DOCUMENTATION OR OTHER TANGIBLE OR INTANGIBLE MATERIALS PROVIDED UNDER THESE TERMS, AND HEREBY DISCLAIMS ANY OTHER EXPRESS AND ANY IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ENGINE ML DOES NOT WARRANT THAT THE SERVICES OR DOCUMENTATION PROVIDED UNDER THIS AGREEMENT WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE OR THAT SUCH SERVICE OR DOCUMENTATION WILL SUCCEED IN RESOLVING ANY PROBLEM.

B. DO NOT USE OUR SERVICE FOR HIGH RISK ACTIVITIES. The Services are not designed or intended for use or resale in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Services could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Accordingly, we specifically disclaim any express or implied warranty of fitness for High Risk Activities.

11. Feedback

We welcome feedback, comments and suggestions for improvements to the Site and the Services ("Feedback"). You can submit Feedback by emailing us at contact@engineml.com or through the functionality available on the Site. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control to copy, modify, create derivative works based upon and otherwise use the Feedback for any purpose.

12. Links to Third Party Websites or Resources

The Site may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

13. Termination of Your Rights Under These Terms

A. Term. These Terms commence on the date on which you accept them.

B. Termination. Engine ML is eager to have a long-term relationship with you. Engine ML may, however, may cancel your account, and/or terminate your rights to any or all of the Site or Services if you provide false, inaccurate or incomplete information to us, if you are in breach of any of your obligations under these Terms, or if your account is associated with a competitor of Engine ML. You may cancel your account at any time by sending an email to us at contact@engineml.com.

C. Effect of Termination. Upon termination of these Terms (i) your right to access and use the Site and Services will immediately terminate; and (ii) all fees you may owe will become immediately due and payable.

D. Survival. Sections 3(B), 4, 5(B), 7, 8(D), 8(E), 8(I), 8(J), 8(K), 8(L), 9(C), 10-12, 13(D) and 14-18, plus all related definitions and all accrued rights to payment will survive any termination or expiration of these Terms.

14. Important Disclaimers

EXCEPT AS MAY BE OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, THE SITE AND THE SERVICE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. IN ADDITION TO THE DISCLAIMERS IN SECTION 12 ABOVE, ENGINE ML DOES NOT REPRESENT OR WARRANT THAT SERVICES, PRODUCTS OR DOCUMENTATION ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU acknowledge that the nature of Internet-based service delivery is such that confidentiality and performance cannot be completely assured. WE shall have no liability to YOU for any unauthorized access, use, corruption or loss of any of Customer Data, except to the extent that such unauthorized access, use, corruption, or loss is due solely to OUR neglect or misconduct. Despite any other provision of the Agreement, in the case of loss or PHI or other personally identifiable information due to our actions or inactions, your sole remedy shall be for is to restore such PHI and /or other personally identifiable information from the latest available backup.

Engine ML is not responsible or liable for any user content hosted on the Site or in connection with the Service. We do not control and are not responsible for what you or other users of the Site host, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable Site content.

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Engine ML assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, data loss, theft or destruction or unauthorized access to, or alteration of, any communications. Engine ML is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to your or any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Site or the Service.

15. Limitation of Liability

Engine ML shall have no liability for any loss, damage, or injury resulting from your or any third parties' negligence, lack of training, use or misuse, or misapplication of the Service. You agree to indemnify, defend, and hold harmless Engine ML and its employees from any claims, damages and actions of any kind or nature arising from or caused by the use or misuse of any Service.

IN NO EVENT WILL ENGINE ML BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, THE SITE, OR ANY WORK PERFORMED USING ANY SERVICES LICENSED THROUGH THE SITE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ENGINE ML HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ENGINE ML'S TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO ENGINE ML BY YOU UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM MADE UNDER THESE TERMS.

16. Export Regulations

The Service is subject to U.S. export controls, specifically the Export Administration Regulations. Both you and we shall comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce.

17. General Terms

These Terms constitute the entire and exclusive understanding and agreement between Engine ML and you regarding the Services, and supersede and replace any and all prior oral or written understandings or agreements between Engine ML and you regarding the Site and the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Engine ML's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Engine ML may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, sent by documented overnight delivery service to the party to whom the notice is directed, at its address indicated in the signature box to these Terms (or such other address as to which the other party has been notified), or sent by email if receipt is electronically confirmed. Despite any of the foregoing, notices of updates to license terms, terms of use, privacy terms or other terms related to our Site and any product or service accessed via our Site may be delivered by us by posting such updates on the Site.

Engine ML's failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Engine ML. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, epidemic or pandemic, war, terrorism, governmental action, labor conditions, earthquakes and material shortages.

These Terms and all matters arising out of, or relating to, these Terms will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The sole venue for all disputes relating to these Terms shall be in the city and county of San Francisco, California.

18. Contact Information

If you have any questions about these Terms or the Services please contact Engine ML at contact@engineml.com.