Web SLAM Terms of Service
Last Modified: September 27th, 2019
Welcome, and thank you for your interest in Ouster, Inc.’s (“Ouster,” “we,” “our,” or “us”) hosted online point cloud processing tool, Web SLAM. These Terms of Service (the “Agreement”) contain the terms and conditions by which you may access and use Web SLAM. This Agreement applies to any and all people and entities who access and use Web SLAM (“Users”).
You acknowledge and agree, as provided in greater detail in this Agreement, that:
Web SLAM is licensed and not sold to you;
Web SLAM is provided “As Is,” “As Available,” and “Where Available” and without warranties of any kind and Ouster’s liability to you is limited;
Ouster reserves the right to modify this Agreement in its sole discretion and will provide notice of these changes as described below; and
as provided in Section 13, this Agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.
Web SLAM. Web SLAM is a hosted processing tool that allows Users to input point cloud data gathered from an Ouster lidar sensor and to receive a processed visual representation of such point cloud data.
Use of Web SLAM.
Limited License. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use Web SLAM for your personal, noncommercial use only and only as permitted by this Agreement and the features of Web SLAM. Ouster reserves all rights not expressly granted herein in Web SLAM and the Ouster Content (as defined below). Ouster may terminate this license at any time for any reason or no reason.
Eligibility. You must be at least eighteen (18) years of age to use Web SLAM, and you must use Web SLAM only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access of Web SLAM by anyone under eighteen (18) years of age is strictly prohibited and in violation of this Agreement. Web SLAM is not available to any Users previously prohibited from accessing or using Web SLAM by Ouster.
Registration Requirements; Email Usage.
Registration. To access and use Web SLAM, you must provide a current email address. If you access or use Web SLAM on behalf of your organization or other entity, then: (a) “you” includes you and that entity, (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and (c) you agree to this Agreement on the entity’s behalf. To the extent permissible by applicable law, Ouster reserves the right to accept, deny, or limit any Users’ access or use of Web SLAM.
Email Usage. By providing Ouster your email address, you consent to our using your email address to send you Web SLAM-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of Web SLAM and special offers for Web SLAM and Ouster’s other products and services. If you do not want to receive such email messages, you may email us at firstname.lastname@example.org. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
Changes to Web SLAM. We may, without prior notice and without liability to you: (i) change Web SLAM; (ii) stop providing Web SLAM or features of Web SLAM, to you or to Users generally; (iii) create usage limits for Web SLAM; or (iv) convert any free features of Web SLAM into features requiring payment. We may permanently or temporarily terminate or suspend your access to Web SLAM without notice and liability for any or no reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
Location of Web SLAM. Web SLAM is controlled and operated from facilities in the United States. Ouster makes no representations that Web SLAM is appropriate or available for use in other locations. Those who access or use Web SLAM from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use Web SLAM if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on Web SLAM are solely directed to individuals, companies, or other entities located in the United States.
Web SLAM Rules. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of Web SLAM in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access Web SLAM in a manner that sends more request messages or traffic to Ouster’s servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Ouster grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from Web SLAM for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running Web SLAM; (iv) taking any action that imposes, or may impose, at Ouster’s sole discretion, an unreasonable or disproportionately large load on Ouster’s infrastructure; (v) uploading invalid data, viruses, worms, or other software agents through Web SLAM; (vi) collecting or harvesting any personally identifiable information from Web SLAM; (vii) using Web SLAM for any commercial solicitation purposes; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ix) interfering with the proper working of Web SLAM; (x) accessing any content on Web SLAM through any technology or means other than those provided or authorized by Web SLAM; or (xi) bypassing the measures we may use to prevent or restrict access to Web SLAM, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of Web SLAM or the content therein.
User Content License. Web SLAM allow Users to submit, provide, or otherwise make available content such as point cloud data, technical data, comments, questions, and other content or information (any such materials a User submits, provides, or otherwise makes available on Web SLAM is referred to as “User Content”). We claim no ownership rights over User Content created by you. The User Content you create remains yours; however, by submitting, providing, or otherwise making available any User Content on or through Web SLAM, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Ouster a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with Web SLAM and Ouster’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of Web SLAM (and derivative works thereof) in any media formats and through any media channels. Ouster has the right (but not the obligation) in its sole discretion to remove any User Content from Web SLAM.
User Content Representations and Warranties. In connection with your User Content, you affirm, represent and warrant the following:
You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by Web SLAM and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
You have obtained and are solely responsible for obtaining all consents as may be required by law to provide any User Content relating to third parties.
Your User Content and Ouster’s use thereof as contemplated by this Agreement and Web SLAM will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Ouster may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
No Liability for User Content. Ouster takes no responsibility and assumes no liability for any User Content that you or any other User or third party makes available over Web SLAM. You shall be solely responsible for your User Content and the consequences of making it available on Web SLAM, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Ouster shall not be liable for any damages you allege to incur as a result of or relating to any User Content.
Ouster’s Proprietary Rights.
- Ouster Ownership. Except for your User Content, Web SLAM and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Ouster Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Ouster and its licensors (including other Users who post User Content to Web SLAM). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Ouster Content. Use of the Ouster Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
- Feedback. You may choose to or we may invite you to submit comments or ideas about Web SLAM, including without limitation about how to improve Web SLAM or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Ouster under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Ouster does not waive any rights to use similar or related ideas previously known to Ouster, or developed by its employees, or obtained from sources other than you.
Security. We care about the security of your information; however, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your information at your own risk.
Indemnity. You agree to defend, indemnify and hold harmless Ouster and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your access to and use of Web SLAM, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content including without limitation misleading, false, or inaccurate information; or (vi) your willful misconduct.
No Warranty. Web SLAM is provided on an “as is,” “as available,” and “Where Available” basis. Use of Web SLAM is at your own risk. To the maximum extent permitted by applicable law, Web SLAM is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Ouster or through Web SLAM will create any warranty not expressly stated herein. Without limiting the foregoing, Ouster, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that Web SLAM will meet your requirements; that Web SLAM will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that Web SLAM is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of Web SLAM is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of Web SLAM.
Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall Ouster, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, Web SLAM. Under no circumstances will Ouster be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of Web SLAM or your information contained therein. To the maximum extent permitted by applicable law, Ouster assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of Web SLAM; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from Web SLAM; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through Web SLAM by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through Web SLAM; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall Ouster, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Ouster hereunder or $100.00, whichever is greater. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Ouster has been advised of the possibility of such damage.
Exclusions Only as Allowed by Applicable Law. FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES AND EXCLUSIONG OR LIMITATOIN OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATION OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Governing Law, Arbitration, and Class Action/Jury Trial Waiver.
Governing Law. You agree that: (i) Web SLAM shall be deemed solely based in California; and (ii) Web SLAM shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Ouster. For any dispute with Ouster, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that Ouster has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco, California, unless you and Ouster agree otherwise. JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS. The award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses. You may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Ouster from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
Class Action/Jury Trial Waiver. All Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by entering into this Agreement, you and Ouster are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Ouster without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Notification Procedures and Changes to the Agreement. Ouster may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on Web SLAM, as determined by Ouster in our sole discretion. Ouster reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Ouster is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Ouster may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of Web SLAM after any such change constitutes your acceptance of the new terms. If you do not agree to any of these terms or any future terms, do not use or access (or continue to access) Web SLAM.
No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Ouster’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Ouster in connection with Web SLAM, shall constitute the entire agreement between you and Ouster concerning Web SLAM. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
Contact. Please contact us at firstname.lastname@example.org with any questions regarding this Agreement.
California Residents. The provider of Web SLAM is Ouster, Inc. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.