The following are the terms that regulate your access and use of the Services provided by Corva AI, LLC (“Corva”). This Acceptable Use Policy (these “Terms”) regulates your access and use of Corva’s IP including the Platform, Services and Documentation. In the event that you are an Authorized User (as defined herein), these Terms shall be in addition to the terms of the contract between Corva and the applicable Customer by virtue of which you are authorized to access and use Corva’s IP (as defined herein) (an “Applicable Contract”). In the event of a conflict between these Terms and the terms of an Applicable Contract, the terms of the Applicable Contract shall prevail.
Notwithstanding anything to the contrary, by accessing and/or using Corva’s IP, you accept these Terms and agree to be bound hereby, with effect from the Effective Date. You agree that: (i) by using Corva’s IP you are at least 18 years of age, and you are legally able to enter into a contract; (ii) these Terms form a legal contract between Corva and you, either as an individual or acting in your capacity as an Authorized User or other representative of your company ("you"); (iii) these Terms govern your access to and use of Corva’s IP, including the Services (as defined below), that are published, distributed, or otherwise made available by Corva.
- “Aggregated Statistics” means data and information related to access and use of the Services that are gathered, compiled, and used by Corva in an aggregate and anonymized manner, including usage reports, and statistical and performance information related to the provision and operation of the Services and other Corva IP.
- “API Key” has the meaning assigned in Section 2.1.
- “Applicable Contract” has the meaning assigned in the preamble above.
- “Authorized User” means a permitted designee for whom access to and/or use of Corva’s IP has been granted through a written agreement between Corva and a Customer.
- “Corva” means Corva AI, LLC, a Texas limited liability company with address at 1334 Brittmoore Road, Suite 150, Houston, Texas 77043.
- “Corva Data” has the meaning assigned in Section 2.2.
- “Corva IP” or “Corva’s IP” means the API, API Key, API Information, Platform, Services, Documentation, resultant data and any and all copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, processes, data interpretation, reports or works of authorship, software and associated documentation, work product and derivative works thereof, and any and all intellectual property provided to you or any Authorized User which is or was created by or for Corva, including its employees, agents, and contractors, or for which Corva has obtained rights, (a) prior to the Effective Date, or (b) after the Effective Date.
- “Costs” has the meaning assigned in Section 4.5.
- “Customer” means the party that has entered into an Applicable Contract with Corva.
- “Documentation” means Corva’s user manuals, handbooks, and guides relating to Corva’s IP provided either electronically or in hard copy form, to include, but not limited to, all end user documentation relating to the Services available at app.corva.ai.
- “Effective Date” means the date you first accept these Terms (e.g., by clicking an online “accept” button or checking a checkbox confirming such acceptance on the relevant webpage).
- “Furnished Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you or on your behalf, or by or on behalf of a Customer, through Corva’s IP.
- “Indemnified Party” has the meaning assigned in Section 4.5.
- “License” has the meaning assigned in Section 2.1.
- “Platform” means Corva’s visualization platform, data hosting and storage capabilities, and cloud computational infrastructure.
- “Services” means the hardware, software, processes, applications and other resources made available by Corva to enable access and use of Corva’s software as a service offerings.
- Access to and Use of the Services
- Use of Corva’s IP. Corva hereby grants to you a revocable right to access Corva’s IP and a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use Corva’s IP during the Term for internal purposes only and subject to the terms and conditions herein (the “License”). You agree that to access and use Corva’s IP, you must use only valid credentials (an “API Key”) which Corva may provide upon request. Corva reserves the right to deny the issuance of, revoke, modify, or update any API Key at any time and for any reason, without notice. No license or other right is or shall be created or granted hereunder by implication, estoppel, or otherwise. All licenses and rights are or shall be granted only as expressly provided in these Terms. All rights not expressly granted by Corva under these Terms are reserved by Corva and may be used by Corva for any purpose.
- Use for Internal Business Purposes. You hereby agree to use Corva’s IP, as well as any electronic or written report or access to any of the foregoing (“Corva Data”) only for legitimate internal business purposes and within the limits of the License. You further agree not to commercialize, trade, or exchange Corva’s IP, and not circumvent or bypass any database access security protocol or protection mechanism.
- Restrictions on the Use of Corva’s IP and License. You shall not use or access Corva’s IP for any purposes beyond the scope of the access permitted by the Terms and License herein. You agree that you shall not, and shall not permit any other party to:
(i) copy, modify, merge, or create derivative works of Corva’s IP, in whole or in part;
(ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available Corva’s IP to any unauthorized party;
(iii) reverse engineer, reverse assemble, disassemble, decompile, decode, adapt, circumvent the access restrictions to, or otherwise attempt to derive or gain access to any component of Corva’s IP, in whole or in part;
(iv) remove any proprietary notices from Corva’s IP;
(v) distribute, publish, transfer, sublicense or make Corva’s IP or Corva Data available to other organizations or persons;
(vi) use Corva’s IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
(vii) perform any stress, vulnerability, penetration, availability, performance testing on, or otherwise attempt to access, any network, system, server, or computer hosting Corva’s IP, or introduce any virus or malicious software or similar into Corva’s IP,
(viii) share access to mechanisms provided by Corva for the use of the Services with any third party, or
(ix) create or attempt to create a substitute or similar service through use of or access to the Services.
- Accessing Corva’s IP. You acknowledge and agree that you are responsible and liable for your access and use of Corva’s IP and the License. You further acknowledge and agree that you are responsible and liable for the acts and omissions of any party that accesses Corva’s IP using your account credentials or passwords, including any unauthorized access to your account by third parties caused by your loss or disclosure of account credentials or passwords.
- Proprietary Content. You acknowledge and agree that Corva’s IP (including but not limited to the Platform, Services and Documentation) contains proprietary content, information and material owned by Corva and its licensors, and is protected by applicable intellectual property and other laws. You may not use such proprietary content, information, or materials in any way whatsoever except as expressly permitted under these Terms, or as otherwise agreed by Corva in writing.
- Non-Acceptance of Terms. Notwithstanding any term found in any other writing, including any Applicable Contract, (i) any non-acceptance or violation of these Terms is grounds for immediate suspension or termination of the License and access to and/or use of the Services and all other Corva’s IP, and Corva shall have no liability to you or any other party resulting therefrom, and (ii) you acknowledge and agree that these Terms (x) limit Corva’s liability, and (y) outline the rights and obligations of any party who accesses and/or uses Corva’s IP.
- Suspension of Access
- Notwithstanding anything to the contrary, Corva reserves the right to change, suspend, deprecate, deny, remove, cancel, limit, or disable access to and/or use of the License or Corva’s IP, or any part thereof, at any time without notice. Corva may also impose limits and restrictions on the use of or access to any part of Corva’s IP, may remove any part of Corva’s IP entirely for indefinite periods, may revoke access to any part of Corva’s IP, or may cancel the Services or any part thereof, at any time without notice or liability to you, any Customer, or any third party. In no event will Corva have any resulting liability for any of the foregoing, and you hereby release Corva therefrom.
- Your Responsibilities
- You are responsible and liable for all uses of Corva’s IP resulting from access provided by Corva, directly or indirectly, whether such access or use is permitted by or in violation of these Terms;
- You shall make every reasonable effort to prevent unauthorized third parties from accessing Corva’s IP;
- You agree to promptly inform Corva in the event you become aware of the misuse of the License, Corva IP, or any data on the platform, regardless of ownership. You will report any reasonable suspicion of such misuse and shall cooperate fully in Corva’s investigation thereof;
- You agree to cooperate with the Corva’s investigation of outages and security issues, whether related to an outage or otherwise;
- Corva shall provide you access to some or all of a third party’s data only if Corva has received the third-party’s written consent to do so. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS, AND UPON CORVA’S REQUEST, DEFEND, CORVA, ITS DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, REPRESENTATIVES, AND AGENTS (EACH AN “INDEMNIFIED PARTY”) FROM ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, TAXES, EXPENSES, AND COSTS, INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES, COURT COSTS, AND OTHER LITIGATION EXPENSES (collectively, “COSTS”) INCURRED BY AN INDEMNIFIED PARTY AND ARISING FROM OR RELATED TO YOUR UNAUTHORIZED ACCESS TO ANY THIRD PARTY’S DATA.
- Intellectual Property; Ownership
- No Rights in Intellectual Property. No rights are granted to you, by license or otherwise, in or to any intellectual property owned by Corva by virtue of your access or use of Corva’s IP.
- Aggregated Statistics. You acknowledge and agree that Corva may compile Aggregated Statistics based on your use of Corva’s IP. Corva shall own and retain all right, title, and interest in and to Aggregated Statistics, and all intellectual property rights therein.
- Corva’s IP. You acknowledge and agree that Corva owns, and you hereby assign to Corva, all right, title, and interest, including all intellectual property rights, in and to Corva’s IP, to include any derivatives, enhancements, or extensions thereof, regardless of by whom or when conceived, created, developed, or first put into practice. You acknowledge and agree that these Terms are not an agreement by Corva to develop intellectual property for you or on your behalf, and any such development shall be subject to a separate agreement.
- Furnished Data. You represent and warrant that you are duly authorized to provide the data which you are providing, or have provided, to Corva, and to authorize Corva’s access, storage, display, and use thereof. Corva acknowledges and agrees that Corva has no right, title, or interest, including intellectual property rights, in or to the Furnished Data. You hereby grant to Corva a non-exclusive, irrevocable, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Furnished Data and perform all acts with respect to the Furnished Data as may be necessary for Corva to provide access and use of Corva’s IP to you, and a non-exclusive, irrevocable, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Furnished Data incorporated within the Aggregated Statistics.
- Feedback. If you send or transmit any communications or materials to Corva in person, by mail, email, telephone, or otherwise, suggesting or recommending changes to Corva’s IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like, to include, but not limited to, any ideas, know-how, concepts, techniques, or other intellectual property rights contained therein ("Feedback"), Corva is free to use such Feedback irrespective of any other obligation or limitation governing such Feedback. You hereby assign to Corva, all right, title, and interest in and to, and Corva is free to use for any purpose whatsoever, any Feedback without any accounting, attribution, or compensation to any party, .
- Warranty Disclaimer
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (i) ACCESS TO AND USE OF CORVA’S IP OR ANY PART THEREOF IS AT YOUR SOLE RISK AND (ii) THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT RESTS SOLELY WITH YOU. CORVA’S IP IS PROVIDED "AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND CORVA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CORVA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, SECURITY, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CORVA MAKES NO WARRANTY OF ANY KIND THAT THE CORVA’S IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, ERROR FREE OR BE FREE FROM INTERFERENCE, HACKING, OR OTHER INTRUSION. FURTHER, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT BY USING CORVA’S IP, THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU SHALL DEFEND (SUBJECT TO CORVA’S ELECTION UNDER SECTION 4.5), INDEMNIFY, AND HOLD HARMLESS AN INDENIFIED PARTY FROM AND AGAINST ANY CLAIMS, ACTIONS, OR DEMANDS, INCLUDING ALL COSTS, ARISING FROM OR RELATING TO YOUR BREACH OF THESE TERMS OR YOUR USE OR MISUSE OF CORVA’S IP. CORVA SHALL PROVIDE NOTICE TO YOU OF ANY APPLICABLE CLAIM, SUIT, OR DEMAND. CORVA RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER INVOLVING A THIRD PARTY THAT IS SUBJECT TO INDEMNIFICATION UNDER THIS SECTION. IN THAT CASE, YOU AGREE TO COOPERATE WITH REQUESTS TO ASSIST IN CORVA’S DEFENSE OF THESE MATTERS. YOU WILL NOT BE REQUIRED TO INDEMNIFY AND HOLD CORVA HARMLESS FROM AND AGAINST ANY APPLICABLE CLAIMS, SUITS, OR DEMANDS TO THE EXTENT RESULTING FROM CORVA’S OWN NEGLIGENT CONDUCT.
- Limitation Of Liability
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL CORVA BE LIABLE TO YOU OR ANY OTHER PARTY, FOR: (i) ANY INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, SALES, BUSINESS, GOODWILL OR DATA, WHETHER SUCH ARE DIRECT OR INDIRECT; FOR BUSINESS INTERRUPTION; FOR COMPUTER SYSTEM FAILURE OR MALFUNCTION; FOR INFECTIONS OR CONTAMINATIONS OF, OR DAMAGE TO, YOUR SYSTEM; FOR DELAYS, INACCURACIES, ERRORS, OR OMISSIONS; OR FOR OTHER PECUNIARY LOSS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF OR INABILITY TO USE CORVA’S IP, EVEN IF CORVA HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES OR WHETHER THE AVAILABLE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE; AND (ii) ANY MATTER BEYOND CORVA’S REASONABLE CONTROL. IN NO EVENT SHALL CORVA’S TOTAL LIABILITY FOR ALL DAMAGES IN CONNECTION WITH THESE TERMS OR CORVA’S IP EXCEED FIFTY U.S. DOLLARS ($50.00), AND YOU HEREBY RELEASE CORVA FROM ALL AMOUNTS IN EXCESS THEREOF REGARDLESS OF FAULT TO INCLUDE, BUT NOT LIMITED TO, ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE).
- Without limiting any other provision of these Terms or any remedy under law or in equity, Corva reserves the right, in Corva’s sole discretion and without notice or liability, to terminate these Terms, terminate your account, deny access to and use of, or modify or terminate, Corva’s IP or any part thereof for any reason or no reason with no resulting liability to Corva therefrom.
- Governing Law; Submission to Jurisdiction
- The parties agree that the laws of the state of Texas shall govern these Terms and the conduct of the parties, without the application of choice of laws rules. The parties voluntarily submit to the exclusive jurisdiction and venue of the federal or state courts of the courts of Houston, Harris County, Texas for the adjudication any matters arising under this agreement.
- Entire Agreement
- Subject to the existence of an Applicable Contract, these Terms constitute the sole and entire agreement with respect to the access and use of Corva’s IP and supersede all other understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
- The section headings contained in these Terms are for reference purposes only and will not affect the meaning or interpretation hereof.