Terms of Use

Last updated: January 2, 2024

These Terms of Use are effective when you engage with the offerings of Shape AI Labs Inc. (“Shape”), encompassing our suite of software, tools, datasets, documentation, and digital platforms (“Offerings”). Your utilization of our Offerings signifies your acceptance of these Terms. Our “Privacy Policy” delineates the methods of our data collection and usage.

Please be aware that Shape provides these Offerings in a testing phase, known as alpha, preview, early access, or beta (“Beta Offerings”). It is important to note that Beta Offerings are provided in their current state for trial and feedback purposes, and are therefore exempt from any indemnification responsibilities that Shape might otherwise hold.

Shape does not provide guarantees or assurances for Beta Offerings, including but not limited to promises of general availability, uninterrupted or faultless operation, or the security and integrity of Content. Except where such disclaimers are restricted by law, Shape categorically denies all guarantees related to Beta Offerings, including but not limited to implied warranties of saleability, quality satisfaction, suitability for a specific use, non-violation of rights, and undisturbed enjoyment, as well as any warranties arising from transaction conduct or established practice.

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1. Registration and Account Management To utilize the Services, you must be at least 13 years of age. Users below 18 require consent from a parent or guardian. If you represent another person or entity while using the Services, you must be authorized to agree to these Terms on their behalf. It's essential to provide accurate and complete information when creating an account. You are not allowed to share your login details with individuals outside your organization and are accountable for all activities conducted under your account.

Usage Policies (a) Service Utilization: You are granted a non-exclusive right to access and use the Services, subject to these Terms. You must adhere to all applicable laws and these Terms while using the Services. All rights, titles, and interests in the Services are owned by us and our affiliates. Any rights not explicitly granted to you are reserved.

(b) Changes to Services: Shape reserves the right to modify or update the Services. We are not liable for any harm, liabilities, losses, including data or profit loss, or other consequences incurred due to Service alterations, either by you, your authorized personnel, or any third party.

(c) Feedback and Suggestions: We value your feedback, comments, ideas, proposals, and suggestions for improvements. Any such contributions you provide may be used freely and without obligation of compensation.

(d) Usage Restrictions: You are prohibited from: (i) violating any rights through Service use; (ii) attempting to reverse engineer or discover the source code of the Service components; (iii) using the Services to create competing products or mimic their features; (iv) using automated methods for data extraction from the Services; (v) falsely representing Service outputs as human-generated; (vi) submitting personal information of children under 13 or the legal age of digital consent; (vii) modifying or creating derivative works of the Services; (viii) sublicensing, reselling, distributing, or transferring the Services. Inappropriate or illegal content transmission via the Services is prohibited and may result in content removal and access revocation. You must adhere to local, state, national, and international laws, and only use the Services in supported geographies.

(e) Third-Party Services and Intellectual Property: Any third-party software or services used in connection with our Services are governed by their respective terms. While you may provide content to Shape, you must respect intellectual property rights and not infringe on third-party rights. Any infringement of third-party intellectual property rights is your sole responsibility. Shape may suspend or revoke access for users who violate intellectual property laws or third-party rights.

Data (a) Ownership and Use of Your Data: All User Data, including any that you input into the Services or that is generated through your use of the Services, belongs to you. Shape has the right to access, use, and process such User Data for service provision as outlined in these Terms. You grant Shape and its affiliates an unlimited, perpetual, and irrevocable license to use User Data for improving the Services, trend analysis, debugging, and similar purposes, but Shape will not use User Data to train production models unless anonymized. You are solely responsible for the legality, reliability, and appropriateness of your User Data. "User Data" includes data uploaded by you or resulting from your use of the Services, encompassing Personal Data, Employee Personal Data, and Third-Party Personal Data.

(b) Data Processing Agreement: If User Data includes personal data under applicable data protection laws, including the EU General Data Protection Regulation and Delaware's data protection statutes. Shape may amend the DPA as needed for compliance. The latest DPA version governs the processing of such personal data.

(c) Employee and Third-Party Data: You may transmit Personal Data, Employee Personal Data, or Third-Party Personal Data through the Services. You warrant that you have obtained all necessary consents for such data use. The Services are not compliant with industry-specific laws like HIPAA or FISMA; do not use the Services if they fall under such regulations.

(d) Accuracy of AI and Machine Learning Outputs: AI and machine learning are evolving rapidly. We work continuously to improve the Services' accuracy and reliability. Due to the probabilistic nature of machine learning, the Services may produce inaccurate or undesirable outputs. Evaluate the accuracy of outputs as needed, including through human review.

(e) DMCA Notification: Shape complies with the DMCA provisions relevant to Internet service providers (17 U.S.C. § 512, as amended). For intellectual property complaints about our Service, contact our Designated Agent at Shape, Attn: Legal Department, 1209 Orange Street, Wilmington DE, 19801.

Confidentiality, Security, and Data Protection (a) Confidentiality: You may gain access to Confidential Information belonging to Shape, its affiliates, and third parties. Use Confidential Information solely for accessing the Services as allowed under these Terms. Do not disclose Confidential Information to third parties and protect it with at least reasonable care, similar to your own confidential information. Confidential Information includes nonpublic data like software, specifications, and business information, designated as confidential or reasonably considered so. However, it does not include information that (i) becomes publicly known without your fault, (ii) is already in your possession without confidentiality restrictions at the time of receiving it under these Terms, (iii) is rightfully disclosed to you by a third party without confidentiality obligations, or (iv) is independently developed by you without using Confidential Information. You may disclose Confidential Information if legally compelled, provided you give Shape reasonable prior notice and attempt to limit the disclosure scope, including assisting in challenging the disclosure requirement.

(b) Security: Implement measures to secure your access and use of the Services. Promptly report any vulnerabilities or breaches in your use of the Services to Shape with detailed information.

Term and Termination (a) Termination; Suspension: These Terms are effective from your first use of the Services and remain valid until terminated. You can terminate these Terms at any time by discontinuing the Services. Shape may terminate these Terms for any reason with at least 30 days' notice. Immediate termination may occur if you materially breach specific sections (Usage, Data, Confidentiality, Security and Data Protection, Dispute Resolution, or General Terms), due to changes in third-party technology relationships, or to comply with laws or government requests. Access to the Services may be suspended for non-compliance with these Terms, security risks, suspected fraudulent use, or potential liability to Shape or third parties.

(b) Effect on Termination: Upon termination, cease using the Services and promptly return or destroy any Confidential Information as directed. Sections designed to survive termination, including Sections 3-8, will remain in effect post-termination.

Indemnification; Disclaimer of Warranties; Limitations on Liability (a) Indemnity: You will defend, indemnify, and hold harmless Shape, its affiliates, and personnel from claims, losses, and expenses (including attorneys’ fees) arising from your use of the Services, your Content, and your breach of these Terms or violation of applicable law.

(b) Disclaimer: THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, SHAPE AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM DEALING OR TRADE USAGE. WE DO NOT WARRANT UNINTERRUPTED, ACCURATE, OR ERROR-FREE SERVICES, OR THAT CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

(c) Limitations of Liability: NEITHER SHAPE NOR ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT PAID FOR THE SERVICE OR ONE HUNDRED DOLLARS ($100). LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Dispute Resolution YOU AGREE TO THE MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

(a) Mandatory Arbitration: You and Shape agree to resolve claims relating to these Terms or our Services through final and binding arbitration.

(b) Arbitration Forum: Either party may commence arbitration through ADR Services. Both parties will equally share arbitration fees.

(c) Arbitration Procedures: Arbitration will be conducted by telephone, written submissions, video conference, or in person in Wilmington, Delaware, or another mutually agreed location. It will be conducted by a sole arbitrator under ADR Services' rules. All issues, except as a Delaware court determines the scope, enforceability, and arbitrability of this section, are for the arbitrator to decide.

(d) Exceptions: This section does not require arbitration for individual claims in small claims court or for equitable relief for unauthorized use or intellectual property infringement.

(e) No Class Actions: Disputes must be individual. No class, consolidated, or representative proceedings are allowed. If a dispute proceeds in court, both parties waive the right to a jury trial. This does not prevent class-wide claim settlements.

(f) Mass Filings: For 30 or more similar arbitration demands ("Mass Filing"), ADR Services will assign sequential numbers. The first 10 ("Initial Test Cases") proceed first. After a final award for these cases, there's a 90-day mediation period for the remaining cases. Parties can opt out of arbitration for court proceedings after this period if unresolved. Statutes of limitations are tolled during this process.

(g) Severability: If any part of this section is illegal or unenforceable, the remainder remains in effect, unless it would allow Mass Filing or class/representative arbitration, in which case the entire section is unenforceable. This does not waive the right to seek public injunctive relief or other non-waivable rights pending an arbitrator's ruling.

General Terms (a) Relationship of the Parties: These Terms do not create a partnership, joint venture, or agency relationship between you and Shape. Both parties are independent contractors, and neither has the power to bind the other or incur obligations on the other’s behalf without prior written consent.

(b) Use of Brands: You may not use Shape’s or its affiliates' names, logos, or trademarks without Shape’s prior written consent.

(c) U.S. Federal Agency Entities: The Services were developed entirely at private expense and are commercial computer software and related documentation as defined in applicable U.S. Federal Acquisition Regulation and agency supplements.

(d) Assignment and Delegation: You may not assign or delegate any rights or obligations under these Terms, including in a change of control situation. Any purported assignment or delegation is null and void. Shape may assign these Terms in connection with a merger, acquisition, sale of assets, to any affiliate, or as part of a corporate reorganization.

(e) Modifications: Shape may change these Terms from time to time. Check periodically for changes. Revisions are effective immediately for new users and 30 days after posting or notice for existing users. If a change materially modifies your rights or obligations, acceptance of the modified Terms may be required to continue using the Services. Discontinue use if you do not agree to the modified Terms.

(f) Notices: All notices must be in writing. Shape may notify you using the registration information or email address associated with your use of the Services. Notices are deemed given upon receipt if delivered by email or on the date sent via courier if by post. Shape accepts service of process at Shape, 1209 Orange Street, Wilmington DE, 19801, attn: Legal Department.

(g) Waiver and Severability: Lack of immediate action by Shape in case of non-compliance does not waive its rights. If any part of these Terms is invalid or unenforceable, that term will be enforced to the maximum extent, not affecting other terms' enforceability.

(h) Export Controls: The Services must not be used in, exported, or re-exported to U.S. embargoed countries or to anyone on U.S. Treasury Department’s list of Specially Designated Nationals or other restricted party lists. You represent that you are not located in any embargoed countries or on any restricted party lists and will comply with all related laws.

(i) Equitable Remedies: Violating these Terms may cause irreparable harm to Shape, granting it the right to seek injunctive relief against you, along with other legal remedies.

(j) Entire Agreement: These Terms, along with any incorporated policies, contain the entire agreement between you and Shape regarding the Services, superseding prior agreements or communications.

(k) Jurisdiction, Venue, and Choice of Law: These Terms are governed by Delaware law, excluding conflict of law principles. Except as provided in the “Dispute Resolution” section, all claims related to these Terms will be litigated in Delaware courts.