Terms of Use
R-BRAIN Inc.
Evaluation Terms
Thank you for your interest in R-Brain Inc., with offices located at 355 1st Street, #S2501, San Francisco, CA 94105 (“R-Brain,” “Company,” “we,” or “us”) and our software-as-a-service platform for authoring, processing, and sharing data analyses, available at http://r-brain.io/, along with our related websites and other services provided by us (collectively, our “Service”). These Evaluation Terms (the “Agreement”) constitute a legally binding contract between you (“Customer” or “you”) and R-Brain regarding your use of the Service during our evaluation period.
PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “I ACCEPT,” OR BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE R-BRAIN PRIVACY POLICY, AVAILABLE AT http://r-brain.io/privacy/en/pages/privacy-policy/, WHICH IS HEREBY INCORPORATED BY REFERENCE. If you are not eligible, or do not agree to this Agreement, then you do not have our permission to use the Service. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to this Agreement and you agree to be bound by this Agreement on behalf of that organization.
  1. Evaluation Use of the Service   Subject to the terms and conditions of this Agreement, Company authorizes you (together with other authorized users from your organization, if any “Users”) to access and use the Service on a hosted basis, during the evaluation period (the “Evaluation Period”), solely for the purpose of testing and evaluating the Service for a potential commercial deployment.
  2. Service Usage Guidelines. Customer and its Users may access and use the Service solely for testing, evaluation and other similar non-production purposes, and in compliance with all applicable laws and regulations, and service limitations (including without limitation any usage restrictions Company may impose on during the evaluation period, such as a maximum amount of data processing per hour). Customer understands and acknowledges that Company may utilize technological measures to implement usage restrictions, and Customer agrees not to circumvent or attempt to circumvent any such usage limitations or technological measures. Customer must not use the Service to send spam or unsolicited messages, collect data regarding others without their consent, transmit unlawful or otherwise objectionable material, transmit viruses or other harmful computer code, interfere with the performance of the Service or the data contained therein, attempt to gain unauthorized access to the Service or networks related to the Service, or interfere with another’s use of the Service. Customer must not permit access to the Service to any third party or use the Service on behalf of any third party or on a service bureau or similar basis. Customer must not modify, copy, or make derivative works based on the Service; disassemble, reverse engineer, or decompile the Service; create “links” to or from the Service, or “frame” or “mirror” any of Company’s content, or access the Service to build a competitive service, reproduce features of the Service, or resell the Service.
  3. Post Evaluation Terms and Fees. Company does not charge fees for the evaluation use of the Service during the Evaluation Period as provided herein. Following the Evaluation Period, Company may charge license or subscription fees for certain uses of the Service, and should Customer wish to utilize the Service following the Evaluation Period, Customer agrees and acknowledges that it will be required to accept separate terms and conditions governing such usage, and pay any and all applicable fees.
  4. IP Rights and Licenses.
    1. User Content. Certain features of the Service may permit users to upload certain content to, and create certain content through, the Service, including Data (as defined below), text, code, models, reports, and other types of works (“User Content”) and to publish and share User Content on the Service. You retain any copyrights and other proprietary rights that you may hold in the User Content that you post to the Service. By sharing User Content with other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service. You are solely responsible for your User Content and the consequences of posting or publishing User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. By posting or publishing User Content, you affirm, represent, and warrant that: (i) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Company and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by Company, the Service, and this Agreement; and (ii) your User Content, and the use of your User Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Company to violate any law or regulation.
    2. Digital Millennium Copyright Act. We comply with the provisions of the Digital Millennium Copyright Act applicabl to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address: R-Brain, ATTN: Legal Department (Copyright Notification), 355 1st Street, #S2501 San Francisco, CA 94105, email: copyright@r-brain.io. Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the information required by statute. Company will promptly terminate without notice the accounts of users that are determined by Company to be “Repeat Infringers.”
    3. Reservation. Company retains all its rights,title and interest, including all intellectual property rights in and to, the Service, including without limitation the software, processes, algorithms, look and feel, branding and other technology used in connection with or that constitutes the Service (collectively, “Company Technology”). As between Company and Customer, Customer retains all rights, title and interest, including all intellectual property rights in and to any of its content or data that Customer uploads to the Service for processing (“Data”). Notwithstanding, Company retains an unrestricted right to use for any purpose any analytical results (including Reports) derived from Customer’s use of the Service or the processing of Data.
  5. Confidentiality.
    1. Definition of Confidential Information. As used herein, “Confidential Information” means all information of a party (“Disclosing Party”), which is disclosed to the other party (“Receiving Party”) in tangible form, marked confidential or similar designation at the time of disclosure, or where it is would be understood by a reasonable person to be confidential, given the nature of the information and the circumstances of the disclosure. Without limiting the generality of the foregoing, (i) the Company Technology and the Service constitute Company’s Confidential Information, and (ii) raw, disaggregated, and unprocessed Data constitutes Customer’s Confidential Information. Confidential Information shall not include any information that: (x) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (y) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (z) is received from a third party who obtained such Confidential Information without breaching any obligation owed to the Disclosing Party.
    2. Non-Use and Non-Disclosure. The Receiving Party shall not (i) use any Confidential Information of the Disclosing Party for any purpose other than to perform its obligations or exercise its rights under this Agreement, or (ii) disclose, publish, or disseminate Confidential Information of the Disclosing Party to anyone other than its personnel (including employees, contractors and consultants) who have a need to know the Confidential Information for the purposes set forth in this Agreement and who are bound by written agreement that prohibits unauthorized disclosure or use of Confidential Information that is at least as protective of the Confidential Information as the Receiving Party’s obligations hereunder. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information.
    3. Exceptions. Notwithstanding the foregoing, Customer acknowledges that the Service is not, at this time, designed to protect uploaded Data or User Content in accordance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Gramm-Leach-Bliley Act (“GLBA”), or similar data protection laws and regulations, and Customer agrees that it will not upload any Data or other User Content that is governed by such laws to the Service and that Company shall have no liability to Customer or any third party with respect to storage, use, or disclosure of such Data or other User Content in violation of such laws. Additionally, the Receiving Party shall have the right to share the existence and nature of this Agreement with potential investors or acquirers, or with such party’s attorneys, accountants, bankers, or other professional advisors in connection with a merger, acquisition, corporate reorganization, consolidation, or sale of all or substantially all of its assets, or as may be required by applicable laws (provided that the Receiving Party shall make reasonable efforts to provide the Disclosing Party with prior written notice of such compelled disclosure).
    4. Data. Customer is responsible for importing all applicable Data into the Service. Customer hereby grants Company a non-exclusive right to use, copy, modify, and display the Data as may be reasonably necessary in connection with the development, maintenance, provision, and support of the Service (including, for the avoidance of doubt, the right to use Data in aggregate and de-identified form to provide features of the Service to other customers). Customer shall have sole responsibility for the accuracy, quality, integrity, reliability, and appropriateness of all Data. Notwithstanding any restriction provided herein, Customer agrees and acknowledges that the foregoing license includes the right for Company to use third party cloud service providers to host the Data on Company’s behalf in connection with Company’s otherwise permitted use of the Data. For the avoidance of doubt, Company is not an IT security company, and the Service is not designed for the hosting or processing of information such as personal health information, financial information, or other sensitive personal information (“Restricted Data”), and Customer understands and acknowledges that Company is not responsible for any damages associated with any unauthorized use or disclosure of Data, including Restricted Data. Customer agrees to indemnify and hold harmless Customer from and against any and all losses, liabilities, costs, expenses, and other harms arising out of or related to Customer’s Data (including without limitation any Restricted Data Customer may upload to the Service).
    5. Feedback. Company shall have the unrestricted right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer (“Feedback”). Customer is not required provide Feedback. Any Feedback Customer chooses to provide is provided on a non-confidential basis, notwithstanding any indication to the contrary in any accompanying communication. The foregoing is not a license under any Customer patent.
  6. Customer Representations. Customer covenants, represents and warrants that: (i) Customer has the necessary rights to use and to permit the use of the Data and other materials and information provided by or for Customer in connection with the Service and grant the rights provided herein, and (ii) Customer shall not provide to Company any Restricted Data, or other sensitive data or information, in violation of any law, regulation, or contractual or other obligations, including Customer’s privacy policies and guidelines. Company will also have the right, without limiting any other remedies available at law or in equity, in Company’s sole discretion, to immediately suspend access to the Service, if deemed reasonably necessary by Company to prevent any liability accruing to it.
  7. DISCLAIMER; LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICE SHALL BE ERROR-FREE OR UNINTERRUPTED. IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT. Customer acknowledges that Company has agreed to provide the Service and to enter into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose
  8. DISCLAIMER; LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICE SHALL BE ERROR-FREE OR UNINTERRUPTED. IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT. Customer acknowledges that Company has agreed to provide the Service and to enter into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose
  9. Term and Termination.
    1. Term. The term of this Agreement starts on the date you accept these Terms and, unless terminated earlier as described below or extended by mutual written agreement, shall terminate upon the expiration of the Evaluation Period.
    2. Termination. This Agreement is terminable immediately upon written notice by either party, for any reason or for no reason. This Agreement will terminate automatically, without notice, upon breach by Customer of this Agreement.
    3. Effect of Termination. Upon the effective date of expiration or termination of this Agreement for any reason, Company may immediately cease providing the Service hereunder; and (b) within thirty (30) days after such expiration or termination, each party shall return or destroy the tangible embodiments of the other party’s Confidential Information in its possession and shall not retain any copies of such Confidential Information except as needed to exercise licenses granted hereunder, or as required to comply with any applicable legal or accounting record keeping requirement.
    4. Survival. The following provisions (and such other provisions that by their express terms survive expiration or termination of this Agreement) will survive any expiration or termination of the Agreement: Sections 2 through 7, 8(c), 8(d), and 9.
  10. Miscellaneous Provisions. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. Any dispute arising out of this Agreement will be subject to the exclusive jurisdiction of the state courts located in Santa Clara County, California and the federal courts of the United States in the Northern District of California, and each party consents to the personal jurisdiction thereof and waives any right it may otherwise have to challenge the appropriateness of such forums. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified so as best to accomplish the original intent of the parties to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. Customer shall not have the right to assign this Agreement, in whole or in part, or any of its rights or obligations under this Agreement, without Company’s prior written consent. Any attempted assignment or delegation by Customer without such consent will be void. Company may assign this Agreement without Customer’s consent as part of a corporate reorganization, or upon a change of control, consolidation, merger, or sale of all or substantially all of its assets related to this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns. Any notice or communication required or permitted to be given hereunder may be delivered by registered or certified mail, return receipt requested, or by rapid delivery service with tracking enabled, to the address for the applicable party written here, or at such other address as may hereafter be furnished in writing by either party hereto to the other. Such notice will be deemed to have been given as of the date it is delivered. This Agreement constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes all prior understandings and agreements. No terms or conditions set forth in Customer’s purchase order or any other document, to which notice of objection is hereby given, or in any future correspondence between Company and Customer shall alter or supplement this Agreement, unless both parties have agreed in writing to modify this Agreement. This Agreement may only be amended or modified by a writing signed by both parties.
Try R-Brain for Free

R-Brain is a powerful data science platform, where you can build sophisticated models, collaborate with others, learn and experiment. Try for free, no credit card required.
Try for Free