License Terms

Please read the License Terms carefully.

Thank you for using Chuqlab! It is our mission to identify and develop technologies that address the gaps in neglected markets that can provide a positive impact to the community. Chuqlab currently offers paid and discounted trial services for its CrimeMiner CaseBuilder technology. These terms of service ("Terms") cover your use and access to our services, client software, and websites ("Services"), provided by Chuqlab, Inc. ("Chuqlab"). By using our Services, you are bound by these Terms in this Services Agreement ("Agreement") and our Privacy Policy, which are incorporated herein by reference.

Effective: November 1, 2021

Definitions

CrimeMiner CaseBuilder: refers to the proprietary web application developed and owned by Chuqlab, to which Chuqlab grants Customer access as part of the Services (including any updates provided as part of the Services).

Customer: means an authorized organization using and accessing the Services referred to in this Agreement.

Customer Data: means all information, content, and data, as may be defined by any applicable law or regulation, in any format (e.g., text, audio, video, images, or other file formats), provided to Chuqlab by Customer and/or Customer's End Users in connection with the use of the Services. Customer Data may include information, content, and data that Customer and/or Customer's End Users (i) upload to the Services, and/or (ii) create and/or modify using the Services.

End User: means any individual associated with the Customer who has been approved by the organization to be provided with a CrimeMiner CaseBuilder account.

End User Data: means any data associated with the End User provided to Chuqlab.

Services: means the services put in place by Chuqlab, allowing the Customer to upload files for transcription and perform text searches on those transcriptions at scale, as well other features of CrimeMiner CaseBuilder.

Services Trial Period: means an agreed upon discounted-trial period ("Services Trial Period Term") during which the Customer may access and use the Services, which may be extended at Chuqlab’s sole discretion.

Right to Access and Use the Services

For the duration of the Services or Services Trial Period, Customer shall have the non-exclusive, non-assignable, non-transferable, non-sublicensable, limited right to access and use the Services described in this Agreement, provided that those are fairly and solely used for Customer's internal business operations.

For the duration of the Services or Services Trial Period, the Customer shall have the right to request accounts for its End Users to trial the Services, which may be issued to those End Users at Chuqlab’s sole discretion.

Customer shall obtain, at its sole expense, any and all legally compliant rights and consents from the Customer’s End Users which may be needed by the Customer for the use of the Services, including such rights and consents as necessary for Chuqlab to perform the Services under this Agreement. Particularly, the End User is required to provide such End User data such that Chuqlab can create a CrimeMiner CaseBuilder account for the End User to access and use the Services, as well as such End User information as may be required to communicate with the End User, as may be required in performance of the Services and/or to provide information about Chuqlab, new CrimeMiner CaseBuilder features, etc.

Restrictions on Use

Customer's and Customer’s End User’s use of the Services may be subject to certain restrictions set forth in this Agreement, which may include, among others, certain limitations on the scope of use, capacity, types and quantities of system resources, and/or duration of the Services. Customer's use of the Services in any manner inconsistent with such restrictions may adversely impact the performance of the Services, may result in additional fees to Customer, and/or may result in suspension or termination of the Services.

This Agreement only gives Customer some rights to use the Services. Chuqlab owns and reserves all rights, title, and interest in and to the Services and all software and other items used to provide the Services, other than the access rights explicitly granted to Customer in Section 2 above. No title to or ownership of any proprietary rights related to the Services is transferred to Customer or any Customer’s End User pursuant to this Agreement. All rights not explicitly granted to Customer are reserved by Chuqlab. In the event that Customer makes suggestions, improvements, or modifications to Chuqlab regarding any features, functionality, or performance that Chuqlab adopts for any of its products including the Services, such features, functionality, or performance shall be deemed to be automatically assigned under this Agreement to, and shall become the sole and exclusive property of, Chuqlab.

Customer agrees that it will comply with any technical limitations of the Services and that it will not, nor will Customer cause or permit others to:

 ·        reverse engineer, decompile, disassemble, modify, adapt or translate any part of the Services, or create derivative works based on any part of the Services, except and only to the extent that applicable law expressly permits, despite this limitation or except and only to the extent that Chuqlab gives it prior written consent;

·        remove, obliterate, destroy, minimize, block or modify any logos, trademarks, copyright, digital watermarks, or other notices of Chuqlab; except as allowed through the use of mechanisms provided within the Service by Chuqlab;

·        work around any technical limitations in the Services or access or use the Services in order to build or support, and/or assist a third-party in building or supporting, products or Services competitive to Chuqlab;

·        publish or otherwise make available any of the programs or materials resulting from the Services(excluding Customer Data);

·        perform or disclose any benchmark or performance tests of the Services without Chuqlab’s prior written consent;

·        perform or disclose any of the following security testing of the Services or associated infrastructure without Chuqlab's prior written consent: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and

·        transfer, license, sublicense, rent, lease, sell, lend, distribute, host, outsource, disclose, permit timesharing or service bureau use, assign, or otherwise commercially exploit or make the Services or any part thereof including without limitation any materials or programs (including the CrimeMiner CaseBuiler application)available through or in connection with such Services, or any rights or duties under this Agreement, to any other person or entity without the prior written consent of Chuqlab and such consent may be withheld in the sole discretion of Chuqlab.

Chuqlab may at its sole discretion make changes or updates to the Services (such as infrastructure, security, technical configurations, application features, etc.), including to reflect changes in technology, industry practices, and patterns of system use. Furthermore, Chuqlab may at its discretion change, discontinue, add, modify, re-price, or remove features or functionality associated with the Services from time to time.

Customer understands and agrees that Chuqlab reserves the right to contract with third-party subcontractors to provide all or part of the Services on behalf of Chuqlab and Chuqlab may change or replace such subcontractors at any time in its sole discretion.

Chuqlab will have the right to rely upon any information received from any person/entity using Customer's End User’s accounts and passwords, and Chuqlab will incur no liability arising out of such reliance. Chuqlab is not responsible for any harm caused by Customer's End Users, including individuals who were not authorized to have access to the Services.

In addition to the foregoing restrictions, Customer agrees not to use or permit use of the Services in a manner that violates this Agreement.

Customer Data

Customer retains all rights, title, and interest in the Customer Data. For the duration of the Services or the Services Trial Period, Customer grants Chuqlab a non-exclusive, irrevocable, worldwide, royalty-free, paid-up, transferable, sub-licensable license and approval to use the Customer Data for the purposes of and in conjunction with providing the Services. The license granted in this Section 4.1 includes the right of Chuqlab to sublicense its subsidiaries and affiliates and any third-party subcontractors providing all or part of the Services on behalf of Chuqlab to perform the foregoing.

Customer represents that Customer has and will keep in effect during Customer's use of the Services, all consents and approvals necessary for Chuqlab to use the Customer Data. Customer represents that by adding, creating, installing, uploading, or transferring the Customer Data for use in conjunction with the Services, Customer is not exceeding any specified entitlement or permitted use or violating applicable laws. Customer agrees to indemnify and hold harmless Chuqlab from any third-party claims and any costs and other amounts that Chuqlab may incur or otherwise be subject to because of Customer's breach of this Section 4(a).

Customer may at any time request in writing return of its Customer Data that is stored on the Services at the time of such request. Upon Chuqlab's receipt of Customer's written request to return such Customer Data, Chuqlab shall use commercially reasonable efforts to return such Customer Data to Customer within thirty (30) days after receipt of the request. The Customer Data will be returned to Customer in Chuqlab's standard format or such other format as Chuqlab may reasonably choose.

Customer is solely responsible for all Customer Data. Customer acknowledges and agrees that the Services are not intended to act as a document/data retention system for Customer. The Services have limited capacity to store Customer's Customer Data. Customer is also responsible for any individual's personal information or any information Customer considers confidential that is included in the Customer Data. The laws of some jurisdictions may require the consent of individuals prior to including their personal information in the Customer Data or require compliance with laws, rules, and regulations. Customer agrees to comply with all applicable laws, to obtain all necessary consents (including those related to the collection, use, processing, transfer and disclosure of personal information), and make all necessary disclosures before including personal information in the Customer Data and using such personal information in connection with the Services.

Customer is solely responsible for determining the appropriate procedures and controls regarding security of Customer's Customer Data and for the implementation of any such procedures and controls. If the current security, procedures, and/or controls offered by Chuqlab with respect to the Services do not meet Customer's requirements, then Customer should not use the Services. Customer acknowledges that since the Services use a public Internet environment, Chuqlab cannot commit to particular confidentiality obligations regarding any Customer Data or Customer confidential information that Customer adds to or uses in connection with the Services. Chuqlab assumes no confidentiality obligations regarding Customer Data, regardless of the terms in the Agreement or any separate confidentiality agreement between Customer and Chuqlab. Furthermore, while Chuqlab uses commercially reasonable efforts to provide a safe and secure environment for the transmission and storage of Customer Data, Chuqlab accepts no liability for any security breaches, including without limitation security breaches resulting from computer hackers, unlawful entry, unauthorized access, and/or theft.

Customer is and shall remain the data controller of the Customer Data it uploads or provides as part of the Services. Chuqlab is a service provider to Customer and Chuqlab has the role of data processor. Customer understands and agrees that Chuqlab has no control or influence over the content of the Customer Data processed by Chuqlab and that Chuqlab performs the Services on behalf of Customer. Chuqlab does not own or otherwise act as data controller of the Customer Data. It is Customer's responsibility to verify that the security and privacy protections offered by the Services are adequate and in compliance with all applicable laws governing the type of data included in the Customer Data which is uploaded in or provided to the Services.

Services Provided "AS IS"

Chuqlab strives to provide great Services; however, there are certain things that cannot be guaranteed by us. As such, to the fullest extent permitted by law, Chuqlab warrants that it will use commercially reasonable efforts to provide the Services using reasonable care and skills. Customer's sole and exclusive remedy and Chuqlab’s entire liability for a breach of this warranty shall be for Chuqlab to use commercially reasonable efforts to modify the Services to substantially achieve the functionality described in this agreement and if Chuqlab is unable to restore such functionality, Customer shall be entitled to terminate the Agreement.

Notwithstanding the foregoing, Chuqlab does not promise that the Services will be uninterrupted or error-free, that the Services will meet Customer's requirements, specifications or expectations, that the Services will be completely secure, or that Chuqlab will cure all defects. Customer understands that the Services may be interrupted or completely unavailable for periods of time due to certain causes which may include, without limitation, maintenance work. Customer acknowledges that there are risks inherent in internet connectivity that could result in the loss of Customer's privacy, confidential information, Customer Data, and/or property. Customer is solely responsible for the suitability of the Services chosen.

Except as provided above and subject to any statutory warranties that cannot be excluded, Chuqlab makes no warranties or conditions, express or implied, regarding the Services, any other components of the Services, and/or Customer's use thereof including, but not limited to, any implied warranties or conditions of satisfactory quality, merchantability, fitness for a particular purpose, and any warranty or condition of non-infringement.  Some places don’t allow the disclaimers in this paragraph, so they may not apply to you. For example, these disclaimers do not override the legal protections, including statutory warranties, granted to consumers by EU law.

No oral or written information or advice given by Chuqlab, its dealers, distributors, channel partners, or agents or employees will create a warranty or in any way increase the scope of the warranties given in this section, and customer may not rely on any such information or advice.

Limitation of Liability

CHUQLAB DOES NOT EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR CHUQLAB’S OR ITS AFFILIATES’ FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSIONS AREN’T ALLOWED, WE'RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN’T AFFECT CONSUMER RIGHTS THAT CAN'T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT. IF YOU ARE AN EU OR UK CONSUMER, THESE TERMS DO NOT EXCLUDE CHUQLAB’S LIABILITY FOR LOSSES AND DAMAGES THAT ARE A RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL IN PROVIDING THE SERVICES OR OF OUR BREACH OF OUR CONTRACT WITH YOU, AS LONG AS THOSE LOSSES AND DAMAGES ARE REASONABLY FORESEEABLE.

IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, CHUQLAB, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON’T BE LIABLE FOR:

i. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR

ii. ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.

THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT CHUQLAB OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS, OR RE-SALE PURPOSE, CHUQLAB, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. CHUQLAB AND ITS AFFILIATES AREN’T RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.

OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO THE GREATER OF $20 USD OR THE PRIOR THREE (3) MONTHS OF ANY AMOUNT YOU'VE PAID UNDER YOUR CURRENT SERVICE PLAN WITH CHUQLAB. THIS PROVISION DOES NOT APPLY TO EU CONSUMERS WHERE PROHIBITED BY APPLICABLE LAW.

Services Trial Period Term

At its sole discretion, Chuqlab may provide certain Customers with a Services Trial Period. Accordingly, this section may not apply to you. If it does, this Agreement is valid for the duration of the Services Trial Period, unless suspended or terminated earlier in accordance with this Agreement. The Services Trial Period Term is non-renewable. Upon expiration, the Customer may either: i) stop benefitting from the Services, in which case the Customer will no longer be allowed to access and/or use the Services; or ii) Continue to use the same Services under a mutually agreed upon fee and/or license-based structure by and between Customer and Chuqlab, or one of its affiliates or assigns.

Termination and Suspension

Chuqlab may immediately suspend or terminate, on a temporary or permanent basis, Customer's access to or use of the Services if Customer violates any provision of this Agreement, or if (in Chuqlab's reasonable judgment) the Services or any component thereof are about to suffer a threat to security or functionality. Chuqlab will use reasonable efforts to provide advance notice to Customer of such suspension or termination. If any cause for the temporary suspension/termination is not cured by Customer to Chuqlab's satisfaction within thirty (30) days after Chuqlab's written notice thereof, then Chuqlab may, in addition to any other rights and remedies that Chuqlab may have, terminate the Services permanently without liability or refund to Customer of any kind.

Either party may terminate this Agreement and/or any applicable Services in the event the other party breaches any of the terms of this Agreement and fails to cure such breach within ten (10) days after receiving written notice thereof. In the event of a breach by Customer, Customer's use of the Services may be suspended during the applicable cure period.

Customer agrees to pay within thirty (30) days of written notification any fees applicable to Customer's use of the Services in excess of Customer's rights. If Customer does not pay, Chuqlab can terminate or suspend Customer's Services, at their sole discretion.

Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, disclaimers, indemnity, payment (if any), and others which by their nature are intended to survive.

Indemnification

Customer shall defend, indemnify, and hold harmless Chuqlab, its subsidiaries and affiliates, and each of the foregoing's officers, directors, members, managers, employees, agents, licensors, contractors, successors and assigns from and against any and all claims, actions, suits, demands, proceedings, judgments, liabilities, losses, damages, costs and expenses (including without limitation reasonable attorneys' fees and court costs) arising from or related to: i) any violation of this Agreement; and/or ii) any failure by Customer to comply with any applicable law, rule and/or regulation (including without limitation any failure of Customer to obtain all necessary consents to upload and/or otherwise use the Customer Data in connection with the Services).

Chuqlab will defend Customer against any third-party claim that the Chuqlab CrimeMiner CaseBuilder infringes a registered patent, registered trademark, or copyright of a third-party, or misappropriate a trade secret (to the extent that such misappropriation is not the result of Customer's actions) ("IP Claim") and will indemnify Customer for the resulting direct costs and damages finally awarded against Customer to such third-party by a court of competent jurisdiction or agreed to by Chuqlab in settlement. These obligations are given upon the condition that Customer promptly notify Chuqlab of any IP Claim and cooperate fully with Chuqlab and permit Chuqlab to control completely the defense, settlement, and compromise of any such IP Claim.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Indiana, exclusive of conflicts of laws principles. The parties agree to submit to the exclusive jurisdiction of and venue in the State or Federal courts of Indiana.

Regulatory Compliance

Customer remains solely responsible for Customer's regulatory compliance in connection with Customer's use of the Services. Customer is responsible for ensuring that the Services meet any technical requirements that result from Customer's regulatory obligations. If the Services do not meet such technical requirements, Customer should not use the Services.

Entire Agreement

These Terms constitute the entire agreement between you and Chuqlab with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third-party beneficiary rights.

Notice

All notices required to be sent hereunder will be in writing. Any notices to Chuqlab shall be sent to support@chuqlab.com. Chuqlab may give notices applicable to the general customer base for the Services by means of a general notice on the Chuqlab website for the Services, and notices specific to Customer by electronic mail to Customer's e-mail address on record in the Chuqlab's account information or by written communication sent by first class mail or pre-paid post to Customer's physical address on record in Chuqlab's account information.