TechLens

End User License Agreement

Updated: May 7, 2024

PLEASE READ THESE TERMS CAREFULLY

This TechLens Platform End-User Agreement (this “Agreement”) is a legally binding contract between Crosslake Technologies, LLC, and its Affiliates (“Provider”) and the end user of the Provider’s System, as defined below (“You,” “Your”). Provider provides access and use of the TechLens Platform application, (the “System”). You agree that when you access or use the System, You will do so subject to this Agreement. DO NOT ACCESS OR USE THE SYSTEM IF YOU ARE UNWILLING OR UNABLE TO BE BOUND BY THIS AGREEMENT.

BY USING THE SYSTEM AND ACCESSING ITS SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF THE END-USER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE END-USER AND BIND THE END-USER TO ITS TERMS. IF THE END USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE PROVIDER WILL NOT AND DOES NOT LICENSE THE SYSTEM TO THE END USER AND YOU MUST NOT USE OR ACCESS THE SYSTEM OR DOCUMENTATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR THE END-USER’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO RIGHTS ARE GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SYSTEM THAT END-USER DID NOT ACCESS LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF PROVIDER’S SYSTEM.

This Agreement is effective as of the date You click “Accepted and Agreed To” where applicable or Your first use or access of the System (the “Effective Date”).

  1. USE OF THE SYSTEM IN GENERAL.
    1. System Materials. Subject to the terms of this Agreement You may access and use the System. You may reproduce and use the Provider’s standard end-user manual and related guidance related to the use of the System (the “Manual”) solely as necessary to support the use of the System, which may be provided to You in various formats.
    2. System Revisions. Provider may revise the features and functions of the System at any time without notice to You. Any such features and/or functions may be made available to you as an Update, at the Provider’s sole discretion.
  2. THE SYSTEM.
    1. License. Provider hereby grants You a nonexclusive license to access and use the System (as defined below) provided You comply with the restrictions set forth below in Section 2.2 (Restrictions on System Rights). The license in the preceding sentence does not include use by any third party, and You shall not permit any such use. Provider grants the license in this Section 2.1 under copyright and, solely to the extent necessary to exercise such rights, under any other applicable intellectual property rights.
    2. Restrictions on System Rights. You shall not a) copy any portion of the System; b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the System; c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the System or any part thereof; d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the System, including any copy thereof; e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the System, or any features or functionality of the System, to any third party for any reason, including by making the System available on a network where it is capable of being accessed by more than one device at any time.
    3. Reservation of Rights. You acknowledge and agree that the System is provided under license, and not sold, to you. You do not acquire any ownership interest in the System under this Agreement, or any other rights thereto other than to use the System in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Provider and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the System, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to You in this Agreement.
    4. Updates. Provider may from time to time in its sole discretion develop and provide System updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Provider has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
    5. Third-Party Materials. The System may display, include, or make available third-party content (including data, source code, object code, information, applications, including open source applications, as may be necessary for the functionality of the System) (“Third-Party Materials”). You acknowledge and agree that Provider is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Provider does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials.
  3. YOUR CONTENT AND SERVICES.
    1. Permission from You. By using the System and its functionalities, if applicable, You grant Provider permission to access, process, and otherwise use Your Content (as defined below) to provide and/or improve Provider’s products and/or services and to track and analyze the use of the System. To the extent that You have intellectual property rights in Your Content, You grant Provider a limited, worldwide, perpetual, non-exclusive, royalty-free, sublicensable license to use and prepare derivative works from Your Content solely for the purposes outlined in this Agreement. You agree that Your Content is not any person’s or entity’s confidential information. As between the parties, You retain ownership of Your Content. (“Your Content” means any Content transmitted by You or on Your behalf to Provider or its agents. “Content” means text, images, photos, audio or video files, experimental data, and other forms of data or communication).
    2. Rights in Your Content. You represent and warrant that You own Your Content or have received a valid license to Your Content and that submitting or transmitting Your Content to or through the System will not violate the rights of any third party, including without limitation intellectual property, privacy, or publicity rights. Provider is under no obligation to review or screen Your Content or other System users’ Content.
    3. Accuracy. Provider has no responsibility or liability for the accuracy of any Content submitted to or transmitted through the System by You or another user, including without limitation Your Content.
  4. PRIVACY.
    1. Privacy Policy & Compliance. You acknowledge Provider’s privacy policy at Privacy Notice – Crosslake (crosslaketech.com), and you recognize If and agree that nothing in this Agreement restricts Provider’s right to alter such privacy policy. If Provider receives a “right to know,” deletion, “right to be forgotten,” or similar request related to Your Content, Provider may respond in accordance with applicable law. Nothing in this Agreement precludes Provider from asserting rights or defenses it may have under applicable law related to such requests.
    2. De-Identified Data. If applicable, Provider may use, reproduce, sell, publicize, or otherwise exploit De-Identified Data (as defined below) in any way, in its sole discretion, including without limitation aggregated with data from other customers. (“De-Identified Data” refers to Your Content with the following removed: information that identifies or could reasonably be used to identify You, a person, or a household.)
    3. Risk of Exposure. YOU UNDERSTAND AND AGREE THAT SHARING CONTENT ONLINE INVOLVES RISKS OF UNAUTHORIZED DISCLOSURE OR EXPOSURE AND THAT, IN SUBMITTING YOUR CONTENT TO OR TRANSMITTING IT THROUGH THE SYSTEM, YOU ASSUME THOSE RISKS. Provider offers no representation, warranty, or guarantee that Your Content will not be exposed or disclosed through the System or through errors or the actions of third parties.
  5. YOUR RESPONSIBILITIES & RESTRICTIONS.
    1. Acceptable Use. You shall not: (a) provide System access, including if applicable, any passwords or other log-in information to any third party; (b) share non-public System features or Content with any third party; (c) access the System to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System; or (d) engage in web scraping or data scraping on or related to the System, including without limitation collection of information through any software that simulates human activity or any bot or web crawler. If the Provider suspects that You have violated the requirements of this Subsection 5.1, Provider may terminate your rights to Your access to the System without advanced notice, in addition to such other remedies as Provider may have. Provider is not obligated to take any action against You or any other System user or other third parties for violating this Agreement, but Provider is free to take any such action it sees fit.
    2. Unauthorized Access. You agree to take reasonable steps to prevent unauthorized access to the System, including by protecting Your passwords and other log-in information. You shall notify Provider immediately if You know of or suspect unauthorized use of the System or breach of its security.
    3. Compliance with Laws. In using the System, You shall comply with all applicable laws and any applicable regulations.
    4. System Access. You are responsible and liable for: (a) Your use of the System, including unauthorized conduct through Your account and conduct that would violate the System policies or the requirements of this Agreement; and (b) any use of the System through Your account or, if applicable, passwords, whether authorized or not.
    5. Communications from Provider. You consent to receive notifications and other related communication from the Provider via email, phone, and/or text. You may opt-out by emailing the Provider pursuant to the link provided in such communication to You.
  6. IP & FEEDBACK.
    1. IP Rights in the System. Provider retains all rights, title, and interest in and to the System, including without limitation all other software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System, as well as all Content other than Your Content. This Agreement does not grant You any intellectual property license or rights in or to the System or any of its components, except to the limited extent that this Agreement specifically sets forth Your license rights to the System or the Manual. You recognize that the System and its components are protected by copyright and other laws.
    2. Feedback. Provider has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that You provide to Provider, and nothing in this Agreement or the parties’ dealings arising out of or related to this Agreement will restrict Provider’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting You. You hereby grant Provider a perpetual, irrevocable right and license to exploit Feedback in any and every way. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Provider’s products or services.)
  7. DISCLAIMERS.
    1. Warranty Disclaimers. YOU AGREE THAT YOU ACCEPT THE SYSTEM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) PROVIDER DOES NOT REPRESENT OR WARRANT THAT ANY CONTENT SUBMITTED TO OR TRANSMITTED THROUGH THE SYSTEM WILL NOT INFRINGE ANY PATENTS, PROPRIETARY RIGHTS OF THIRD PARTIES, OR OTHERWISE VIOLATE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. (b) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (c) PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING WHETHER YOUR USE OR EMPLOYMENT OF THE CONTENT SUBMITTED TO OR TRANSMITTED THROUGH THE SYSTEM WILL BE FIT FOR YOUR PARTICULAR PURPOSE. AS IT RELATES TO YOUR USE OF THE CONTENT SUBMITTED TO OR TRANSMITTED THROUGH THE SYSTEM, THE PROVIDER EXPRESSLY DISCLAIMS ANY WARRANTY OF OUTCOME, FUNCTIONALITY, OR FITNESS FOR PARTICULAR USE AND ANY LIABILITY ARISING THEREFROM. (d) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL BE ERROR-FREE; (e) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT YOUR CONTENT WILL REMAIN PRIVATE OR SECURE, AND (f) PROVIDER DISCLAIMS ANY REPRESENTATION OR WARRANTY CONCERNING PRODUCTS OR SERVICES PROVIDED BY OTHER USERS OF THE SYSTEM OR OTHER THIRD PARTIES.
  8. INDEMNIFICATION. You agree to defend, indemnify, and hold harmless Provider and the Provider Associates (as defined below) against any “Indemnified Claim,” meaning any third-party claim, suit, or proceeding arising out of, related to, or alleging: (a) infringement or violation of third party intellectual property, privacy or publicity rights by Content submitted to or transmitted through the System from Your account, including without limitation by Your Content; and (b) claims that use of the System through Your account harasses, defames, or defrauds a third party, infringes or misappropriates copyright, trade secret, or other intellectual property rights, or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Your obligations set forth in this Article 8 include retention and payment of attorneys and payment of court costs, as well as settlement at Your expense and payment of judgments. Provider will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Provider Associates” are Provider’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)
  9. LIMITATION OF LIABILITY.
    1. Dollar Cap. PROVIDER’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
    2. Excluded Damages. IN NO EVENT WILL THE PROVIDER BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
    3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 9 APPLY TO THE BENEFIT OF PROVIDER’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND THIRD PARTY CONTRACTORS, AS WELL AS: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE, AND (d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. You acknowledge and agree that Provider has entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Article 9 and elsewhere in this Agreement and that such terms form an essential basis of the bargain between the parties. If applicable law limits the application of the provisions of this Article 9, Provider’s liability will be limited to the maximum extent permissible.
  10. TERM & TERMINATION..
    1. Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue until terminated by either You or Provider.
    2. Termination. Either party may terminate this Agreement for any reason at any time. You may terminate this Agreement by closing Your account. Provider may terminate this Agreement by notifying You in writing, including without limitation via text to Your mobile device.
    3. Effects of Termination. Upon termination of this Agreement, You shall cease all use of the System. The following provisions will survive termination of this Agreement: Articles 6 (IP & Feedback), 7 (Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), and 11 (Miscellaneous); and any other provision of this Agreement that must survive to fulfill its essential purpose.
  11. 11. MISCELLANEOUS.
    1. Independent Contractors. The parties are independent contractors. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
    2. Assignment & Successors. You may not assign this Agreement or any of Your rights or obligations under this Agreement without Provider’s express written consent. Except to the extent forbidden in this Section 11.3, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
    3. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. If a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    4. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
    5. Choice of Law & Jurisdiction: This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions. You consent and submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, in all questions and controversies arising out of your use of the System. To the extent allowed by applicable law, any claim or cause of action arising from or relating to your access or use of the System must be brought within one (1) year from the date on which such claim or action arose or accrued. The Provider controls and operates the System from its headquarters in the United States of America and the Systems may not be appropriate or available for use in other locations. If you use the System outside the United States of America, you are responsible for following applicable local laws and agree that information entered into the System will be transmitted to and stored in the United States of America.
    6. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by epidemics, pandemics (such as COVID-19), acts of war, terrorism, hurricanes, earthquakes, other acts of God or nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.
    7. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
    8. Amendment. Provider may amend this Agreement from time to time by posting an amended version on its website. Your continued use of the System following the effective date of an amendment will confirm Your consent to the Amendment. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 11.8, Provider may revise any of its policies as relating to the System at any time by posting a new version at Provider’s website, and such new version will become effective on the date it is posted.
    9. Arbitration. All disputes arising out of or relating to this Agreement or this Privacy Notice (including their formation, performance, or alleged breach), or your use of the System, will be exclusively resolved under confidential binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its applicable commercial rules, provided, further, that any arbitrator shall be either an attorney or retired judge having significant and recognized experience with and knowledge of privacy issues and information technology. If you are located in North America, the arbitration panel shall apply Delaware law, without regard to its conflict of laws principles. In addition, the exclusive location for such arbitration shall be Charlotte, NC. All decisions of the arbitration panel shall be final and binding on the parties, which waive any right to further appeal the arbitration award, to the extent an appeal may be lawfully waived. To the fullest extent permitted by applicable law, no arbitration under these Terms and Conditions will be joined to an arbitration involving any other party subject to these Terms and Conditions whether through class arbitration proceedings or otherwise. Notwithstanding the above, the Company will have the right to seek injunctive or other equitable relief in state or federal court located in Delaware to enforce these terms or prevent an infringement of a third party’s rights. In the event equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such court.
    10. Waiver of Class Action Rights. By using the System and agreeing to the Agreement terms, You hereby irrevocably waive any right You may have to join claims with those of others in the form of a class action or similar procedural device. Any claims arising out of, relating to, or connected with the System or this Agreement must be asserted individually.
    11. Export Regulation. The System may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the System to, or make the System accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.