End-User License Agreement

Updated at 2024-Jan-24

Definitions and key terms

To help explain things as clearly as possible in this EULA, every time any of these terms are referenced, are strictly defined as:

• Software: SphereFlash® AI.
• Company: when this policy mentions “Company”, “we”,” us”, or “our” it refers to IUL SA, Carrer Ciutat d’Asunción, 4, that is responsible for your information under this EULA.
• Country: where SphereFlash® AI or the owners/founders of SphereFlash® AI are based, in this case, in Spain.
• Device: any Internet-connected device, such as a phone, tablet, computer, or any other device that can be used along with SphereFlash® AI.
• You: a person or entity that is registered with SphereFlash® AI.

Introduction

This End User License Agreement (the “Agreement”) is a binding agreement between you (“End User”,” you” or “your”) and IUL SA (“Company”, “we”, “us”, or “our”). This Agreement governs the relationship between you and us, and your use of the Company SphereFlash® AI. Throughout this Agreement, End User and Company may be each referred to as a “Party” or collectively, the “Parties”.

If you are using the SphereFlash® AI on behalf of your employer or other entity (an “Organization”) for whose benefit you utilize the Software or who owns or otherwise controls the means through which you utilize or access the Software, then the terms “End User”, “you”, and “your” shall apply collectively to you as an individual and to the Organization. If you use or purchase a license on behalf of an Organization, you hereby acknowledge, warrant, and covenant that you have the authority to 1) purchase a license on behalf of the Organization; 2) bind the Organization to the terms of this agreement.

By downloading, installing, accessing, or using the Software you: (a) affirm that you have all of the necessary permissions and authorizations to access and use the Software; (b) affirm that if you are using the Software pursuant to a license purchased by an organization, that you are authorized by that organization to access and use the Software; (c) acknowledge that you have read and that you understand this agreement; (d) represent that you are of sound mind and of legal age (18 years of age or older) to enter into a binding agreement; and (e) accept and agree to be legally bound by the terms and conditions of this agreement.

If you do not agree to these terms, do not download, install, access, or use the software. If you have already downloaded the software, delete it from your computing device.

The Software is licensed, not sold, to you by IUL SA for use strictly in accordance with the terms of this Agreement.

License

Subject to the terms of this Agreement and, if applicable, those terms provided in the License Agreement, IUL SA grants you a limited, non-exclusive, perpetual, revocable, and non-transferable license to:

• Download, install, and use the Software on multiple Computing Devices. The number of users and devices is governed by the tenant account under which the Software is licensed. The tenant, as the primary account holder, is responsible for the payment and management of the Software license. The tenant has the authority to create individual user accounts and grant access to these users to utilize the service and its associated credits for image processing and storage.
• Access, view, and use any such Computing Device along with the End User Provided Materials made available in or otherwise accessible through the Software, strictly in accordance with this Agreement, and any other terms and conditions applicable to such End User Provided Materials.
• Install and use the trial version of the Software on any number of Computing Devices for the trial period, subject to the terms of the trial.
• Receive updates that become available from time to time for the Software, starting from the date the tenant account purchased the license.

Restrictions

You agree not to, and you will not permit others to:

• License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Software or make the Software available to any third party.
• Modify, make derivative works of, disassemble, decrypt, reverse compile, or reverse engineer any part of the Software.
• Remove, alter, or obscure any proprietary notice (including any notice or copyright or trademark) of the Software.

Intellectual Property

All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the good will associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) that are part of the Software that are otherwise owned by IUL SA shall always remain the exclusive property of IUL SA. Nothing in this Agreement grants you (or any Organization) a license to Intellectual Property Rights.

You agree that this Agreement conveys a limited license to use the Software’s Intellectual Property Rights, solely as part of the Software (and not independently of it), and only for the effective Term of the license granted to you hereunder.

Accordingly, your use of any of the Software’s Intellectual Property Rights independently of the Software or outside the scope of this Agreement shall be considered an infringement of the Software Intellectual Property Rights. This shall not limit, however, any claim IUL SA may have for a breach of contract in the event you reach a term or condition of this Agreement. You shall use the highest standard of care to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Except as expressly granted in this Agreement, IUL SA reserves and shall retain all rights, title, and interest in the Software (including all copies thereof) including all copyrights and copyrightable subject matter, trademarks and trademark able subject matter, patents and patentable subject matter, trade secrets, and other intellectual property rights, registered, unregistered, granted, applied-for, or both now in existence or that may be created, relating to the thereto.

You (or the Organization, if and as applicable) shall retain ownership of all Intellectual Property Rights in and to the work products that you create through or with assistance of the Software.

Your Suggestions

Any feedback, comments, ideas, improvements, or suggestions (collectively, “Suggestions”) provided by you to IUL SA with respect to the Software shall remain the sole and exclusive property of IUL SA.

IUL SA shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without credit or any compensation to you.

Modifications to Software

IUL SA reserves the right to modify the Software, or to modify, suspend, or discontinue temporarily, or permanently any service with it connects, with or without notice and without liability to you.

Updates to Software

IUL SA may from time to time provide enhancements or improvements to the features/functionality of the Software, which may include patches, bug fixes, updates, and other modifications (“Updates”).

Updates may modify or delete certain features and/or functionalities of the Software. You agree that IUL SA has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any feature and/or functionality of the Software to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Software, and (ii) subject to the terms and conditions of this Agreement.

Data Processing and Storage

The application utilizes cloud-based AI services for processing and analyzing the images. This requires uploading the images to our secure cloud servers. We ensure that all data is encrypted during transmission and storage. Our cloud service adheres to high standards of data security and privacy.

User Consent for Cloud Services

By using our application, you consent to the transmission of your data to our cloud servers for processing.

You have the right to withdraw your consent for the use of cloud-based services at any time. To withdraw consent, you must provide a formal notification via email to sales@iul-inst.com. Upon receiving such notification, your access to the cloud-based services will be terminated. It is important for users to understand that withdrawal of consent will result in the immediate cancellation of their service and account. Following cancellation, you will not be entitled to any form of refund for past use of the service nor any credits for image processing and/or storage remaining. Furthermore, you acknowledge that upon cancellation, any data stored or processed via the cloud-based services will be irretrievably lost and IUL SA shall not be liable for the loss of any such data. Users are encouraged to ensure that they have appropriately backed up their data prior to requesting cancellation of their account.

Data Privacy and Compliance

We are committed to protecting your privacy and handling your data in compliance with all relevant EU data protection regulations. We only use your data for the purpose of processing and do not share it with third parties without your explicit consent.

Cloud Service Availability

While we strive to ensure the cloud service is available at all times, there may be occasions when the service is unavailable due to maintenance or other issues beyond our control. We are not liable for any disruption or loss you may suffer as a result.

Changes to the Service

We reserve the right to make changes to the cloud-based services, including updates to algorithms and processing methods, to improve the quality and accuracy of the results.

Internet Connectivity

The cloud-based processing requires an active internet connection. It is your responsibility to ensure that you have a stable and secure internet connection to use our services effectively.

Term and Termination

This Agreement shall remain in effect until terminated by you or IUL SA.

IUL SA, in its sole discretion, at any time and for no reason suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from IUL SA, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Software and all copies thereof from your computer.

Upon termination of this Agreement, you shall cease all use of the Software and delete all copies of the Software from your computer.

Termination of this Agreement will not limit any of IUL’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

Indemnification

You agree to indemnify, defend and hold harmless IUL SA and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney’s fees, arising from or relating to: i) your use or misuse of the Software; ii) your failure to comply with any applicable law, regulation, or government directive; iii) your breach of this Agreement; or iv) your agreement or relationship with an Organization (if applicable) or any third party. Furthermore, you agree that IUL SA assumes no responsibility for the information or content you submit or make available through this Software or the content that is made available to you by third parties.

No Warranties

The Software is provided to you “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, IUL SA, on its own behalf and on behalf of its affiliates, and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Software, including all implied warranties of merchantability, fitness for particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice.

Without limitation to the foregoing, IUL SA provides no warranty or undertaking, and, takes no representation of any kind that the Software will meet your requirements, achieve any intended results, be compatible or work with any other software, systems, or services, operate without interruption, meet any performance or reliability standards or be error-free or that any errors or defects can or will be corrected.

Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

Limitation of Liability

Notwithstanding any damages that you might incur, the entire liability of IUL SA under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Software.

To the maximum extent permitted by applicable law, in no event shall IUL SA be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or any in a way related to the use or liability to use the Software, or otherwise in connection with any provision of this Agreement), even if IUL SA has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under this Agreement shall operate as a waiver of that right or power, nor shall any single or partial exercise of any right or power under this Agreement preclude further exercise of that or any other right granted herein. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

Amendments to this Agreement

IUL SA reserves the right, at its sole discretion, to modify or replace this Agreement at any time. In the event of a significant change, we will give a notice of at least 20 days before the new terms take effect. The determination of what qualifies as a material change will be made at our sole discretion.

By continuing to access or use our Software after the revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Software.

Governing Law

The laws of Spain, excluding its conflicts of law rules, shall govern this Agreement and your use of the Software. Your use of the Software may also be subject to other local, state, national, or international laws.

Changes to this agreement

We reserve the exclusive right to make changes to this Agreement from time to time. Your continued access to and use of the Software constitutes your agreement to be bound by, and your acceptance of, the terms and conditions posted at such time. You acknowledge and agree that you accept this Agreement (and any amendments thereto) each time you load, access, or use the Software. Therefore, we encourage you to review this Agreement regularly, which will be available on IUL SA’ Website.

If within thirty (30) days of us posting changes or amendments to this Agreement, you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of your withdrawal. Upon providing us with the written notice of the withdrawal of your acceptance, you are no longer authorized to access or use the Software.

No Employment or Agency Relationship

No provision of this Agreement, or any part of relationship between you and IUL SA, is intended to create nor shall they be deemed or construed to create any relationship between you and IUL SA other than that of an end user of the services provided.

Equitable Relief

You acknowledge and agree that your breach of this Agreement would cause IUL SA irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which IUL may be entitled, you acknowledge and agree that we may seek injunctive relief to prevent the actual, threatened, or continued breach of this Agreement.

Headings

The headings in this Agreement are for reference only and shall not limit the scope of, or otherwise affect, the interpretation of this Agreement,

Geographic Restrictions

IUL SA is based and Spain. If you use the Software from outside Spain, you are solely and exclusively responsible for compliance with local laws.

Limitation of Time to File Claims

The Agreement constitutes the entire agreement between you and IUL SA regarding your use of the Software and supersedes all prior contemporaneous written or oral agreements between you and IUL SA.

You may be subject to additional terms and conditions that apply when you use or purchase other IUL SA services or products, which IUL SA will provide to you at the time of such use or purchase.

Contact us

Don’t hesitate to contact us if you have any questions about this Agreement.

Via Email: iul@iul-inst.com

Via Phone Number: +34 932740232

Via this Link: https//www.iul-instruments.com