Terms for Ramblr Demo Environment

Last updated: June 13, 2024

These Terms of Use apply to you or the entity you represent (“Customer” or “You”) and sets forth the terms and conditions under which You may access and use the free Services, except where we expressly state that separate terms apply.

BY ACCEPTING THESE TERMS OR CLICKING “I AGREE,” OR SIMILARLY NAMED BUTTON TO CREATE YOUR ACCOUNT, You agree to be bound by the Terms of Use, including the Acceptable Use Policy and Privacy Policy, and represent that the person accepting these Terms of Use has the legal authority to bind the Customer accordingly.

Personally Identifiable Information collected about You in our Demo Environment is treated in accordance with the Privacy Policy, which is hereby incorporated into these Terms by reference.

Ramblr's Provision of Services
1. Provision of Services. Ramblr will provide the Services in the Demo Environment in accordance with the terms and conditions herein.
2. Territorial. Customer acknowledges that Customer Materials may be processed by Ramblr in the European Union, the United States of America and in other countries in which Ramblr or its contractors operate.
3. Changes to Services. Customer acknowledges that Ramblr provides the Services for free. Ramblr may, at its sole discretion, change, update, suspend or discontinue the Services from time to time, temporarily or indefinitely, with or without notice, including restricting Customer access to Customer’s Account, Customer Materials, and Output. Access to certain areas or tools through the Services may require Customer to consent to additional or different terms and conditions of use.
Customer's Use of Services
1. Customer Account Administration. Customer must have an Account to use the Services. Customer must provide accurate and complete log-in information. Customer is responsible for maintaining the confidentiality of the log-in credentials.
2. Customer Responsibilities. Customer is responsible for any use of the Services through its Account, including all use of the Services by Customer's End Users. Customer will inform its End Users of all Customer policies and practices that are relevant to End Users’ use of the Services and of any settings that may impact the processing of Customer Materials. Customer is responsible for maintaining the confidentiality of Account credentials used by End Users to access the Services, and preventing unauthorized use of the Services. Customer may not permit sharing of End Customer accounts and passwords.
3. Compliance. Customer and End Users may only use the Services in accordance with (a) applicable laws and regulations, (b) these Terms of Use, (c) the Privacy Policy, (d) our policies, including the Acceptable Use Policy. If requested, Customer will provide information necessary for Ramblr to verify Customer’s compliance with the requirements of this Section.
4. Customer Materials. To access certain features, Customer may send Customer Materials to Ramblr so Ramblr can perform the Services. Customer represents and warrants (a) that it has the necessary rights, licenses, and permissions to provide the Customer Materials to Ramblr, (b) that the use of Customer Materials under these Terms of Use will not violate or infringe the rights of any third party, and (c) that none of the Customer Materials will contain Restricted Information, unless otherwise agreed upon by Ramblr in writing. Ramblr reserves the right, but has no obligation, to delete Customer Materials and Output alleged to be infringing from Customer’s Account.
5. Use Restrictions. Except as expressly permitted in these Terms of Use, Customer will not (and will not allow any End Customer or third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services, (b) copy, modify, or create derivative works of Ramblr Technology, (c) sell, resell, license, rent, lease, distribute, or time-share Ramblr Technology, (d) use the Services to create, train, develop, or improve similar or competitive products or services, (e) remove or alter proprietary notices from Ramblr Technology, (f) sell, resell, license, rent, lease, or otherwise use the Output for commercial or production purposes, (g) publish or publicly distribute the Output without the prior written consent of Ramblr, (h) use Ramblr Technology in a defamatory or misleading context or in a way that could be considered offensive, obscene or illegal, or (i) use the Services or Output or in association with, the operation of any hazardous environments, critical systems, or other activities where failure of the Services or inaccuracy of the Output could lead to serious bodily injury or death or cause environmental or property damage. If requested, Customer will provide information necessary for Ramblr to verify Customer’s compliance with the requirements of this Section.
6. Trademarks. “ramblr” and “ramblr.ai” are registered trademarks of Ramblr. Without the written permission of Ramblr, You may not use any trademarks or logos of Ramblr, other than those contained in an attribution statement.
7. Third-Party Offerings. For the provision of certain features (including the AI chat assistant), Ramblr may provide or enable access to Third-Party Offerings in connection with the Services, but (a) Ramblr does not endorse or make any representations or warranties about Third-Party Offerings, and (b) use of Third-Party Offerings is at Customer’s own risk. Third-Party Offerings may be subject to separate license agreements regarding Intellectual Property Rights, privacy policies and/or restrictions on use, which are provided in the Terms for Third-Party-Offerings to the extent required (“Third-Party Restrictions”), and Customer agrees to comply with all such Third-Party Restrictions.
Intellectual Property Rights
1. Ramblr Intellectual Property. All Background Intellectual Property made available in the Demo Environment is the exclusive property of Ramblr and its third-party content suppliers. Except for the rights expressly granted in these Terms of Use, these Terms do not grant any rights, and Ramblr owns and reserves all right, title, and interest in and to, the Ramblr Technology. Subject to Customer’s ongoing compliance with these Terms of Use, Ramblr agrees that Customer may use the Services during the Term for the purpose of testing and evaluating Ramblr products and services.
2. Customer Intellectual Property. Customer will own the Output as available within the Demo Environment. Except for the rights expressly granted in these Terms of Use, these Terms do not grant any rights, and Customer owns and reserves all right, title, and interest in and to the Customer Materials and Output. Customer agrees and instructs that Ramblr may use (a) the Customer Materials in order to provide and support the Services and provide the Output to Customer and (b) the Customer Materials and Output to analyze and improve Ramblr's products and services, including machine learning models.
3. Ramblr Data. Ramblr may collect and create usage data, statistics, aggregated and anonymized data, and de-identified data derived from Customer's use of the Services, Customer Materials, and Output (“Ramblr Data”). Ramblr may use the Ramblr Data (a) to provide, analyze, support, and improve Ramblr's products and services, and (b) create and distribute reports and materials about Ramblr's products and services. Ramblr will not identify Customer as a source of information for any report or material described in this Section without Customer's prior written approval.
4. Feedback. Customer may submit to Ramblr feedback, comments, ideas, or suggestions regarding Ramblr's Services or new products and services (“Feedback”). Ramblr may, but has no obligation to, in its discretion and for any purpose, (a) use, modify, and incorporate into Ramblr's products and services and (b) license, sublicense, or distribute the Feedback without obligation or compensation to Customer.
5. Copyright Policy. Ramblr respects the Intellectual Property Rights of third parties and responds to notices of alleged copyright infringement if they comply with the law. Ramblr reserves the right to delete Customer Materials alleged to be infringing from Customer’s Account and terminate End Users or users that willfully or repeatedly infringe third-party rights.
Term and Termination
1. Agreement Term. The Terms of Use will remain in effect until terminated.
2. Termination. The Terms of Use automatically terminate without notice if Customer fails to comply with any provision herein. Ramblr reserves the right to terminate or suspend Your Account and access to the Services at its discretion, without notice, for any reason. Customer may terminate at any time by ceasing use of the Services or requesting that its Account be deleted.
3. Effect of Termination. If these Terms of Use expires or is terminated, then (a) the rights granted by one party to the other will cease immediately except as otherwise set forth in this Section, and (b) any sections which by their nature should survive, or explicitly state they survive, will survive, including Sections: 2.5, 2.6, 3.1, 3.2, 3.3, 3.4, and Sections 4 through 10.
Disclaimers
1. TO THE FULLEST EXTENT PERMITTED BY LAW, RAMBLR AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS (A) MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND (B) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RAMBLR AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES OR OUTPUT ARE ACCURATE, COMPLETE, OR UNINTERRUPTED. THE SERVICES AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” RAMBLR WILL NOT BE LIABLE FOR ANY (I) THIRD-PARTY OFFERINGS, (II) ANY RESTRICTED INFORMATION RECEIVED IN BREACH OF THIS AGREEMENT, (III) FOR THE ACTS OR OMISSIONS OF CUSTOMER’S END USERS.
2. Despite anything to the contrary in these Terms of Use, Customer acknowledges that (a) Customer has the sole discretion whether to use any Services, (b) Services may not be supported and may be changed at any time, including in a manner that reduces functionality, (c) Services may not be available or reliable, and (d) Ramblr provides the Services “as-is” and will have no liability arising out of or in connection with Services, including regarding the confidentiality of Customer Materials.
Indemnification
1. By Customer. Customer will indemnify, defend, and hold harmless Ramblr from and against all damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from a third-party claim arising out of or related to (a) Customer Materials, and (b) Customer's use of the Services in breach of these Terms of Use. Ramblr will promptly notify the Customer of the claim and cooperate with the Customer by providing reasonable assistance in defending the claim. Customer will have full control and authority over the defense, except that: (a) any settlement requiring Ramblr to admit liability or to pay any money will require Ramblr’s prior written consent, such consent not to be unreasonably withheld or delayed, and (b) Ramblr may join in the defense with its own counsel at its own expense.
Limitation of Liability
1. Limitation. To the extent permitted by applicable law, Ramblr shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising out of or in connection with the use or inability to use the Services.
2. Results of ML Processes; Decisions. Results and outcomes generated by machine learning algorithms and artificial intelligence are probabilistic. Customer should evaluate such results and outcomes for accuracy as appropriate for Customer’s use case, including by employing human review. Customer understands that other users may input similar materials, chat assistant queries and data into the Demo Environment and receive similar output or answers, and such output and answers is are not Customer’s Output. Customer is solely responsible, and Ramblr will have no liability, for all decisions made, advice given, actions taken, and failures to take action based on Customer’s use of the Services or Output, including whether the Output is suitable for use in customer applications.
Disputes
1. Informal Resolution. Ramblr wants to address Customer's concerns and requests that Customer bring issues that may lead to a dispute to our attention immediately. Before filing a claim, Ramblr and Customer agree to try to resolve the dispute by providing notice to the other party and having the appropriate executives attempt to resolve the dispute through communication and discussion. After ten (10) business days from providing notice, either party may bring a formal proceeding.
General Provisions
1. Modification. Ramblr may modify these Terms of Use periodically. Updates will be effective as of the date posted on this website. By continuing to use the Services, Customer agrees to be bound by the modified terms. If Customer does not agree to the modified Terms of Use, Customer may terminate in accordance with § 4.2.
2. Entire Agreement. Unless explicitly stated in a separate agreement between the parties, these Terms of Use constitute the entire agreement between Customer and Ramblr with respect to the subject matter of these Terms of Use.
3. Governing Law. These Terms of Use will be governed by the laws of the Federal Republic of Germany except for its conflicts of laws principles. You hereby consent to the personal jurisdiction of the courts located in Munich, Bavaria, and waive Your right(s) to venue outside of this state.
4. Notices. Notices to Ramblr must be sent via email to info@ramblr.ai and are deemed given when sent. Notices to Customer will be sent to the applicable Administrator account email address and are deemed given when sent, or will be provided in Customer’s Account portal.
5. Relationship of the Parties. The parties are independent contractors. These Terms of Use do not create a partnership, joint venture, or agency relationship between the parties. There are no third-party beneficiaries under these Terms of Use.
6. Construction. Any ambiguity herein will be interpreted equitably without regard to which party drafted the terms. “Including” and “include” will be construed to mean “including without limitation.”
7. Remedies. Customer agrees that Customer’s breach of use restrictions will cause irreparable injury and that Ramblr will have the right to seek immediate equitable relief to enjoin such activity, in addition to whatever remedies it may have at law.
8. Waiver. No failure or delay by either party in exercising a right under these Terms of Use will constitute a waiver of that right. A waiver of a default is not a waiver of any subsequent default.
9. Severability. If a court of competent jurisdiction finds any term of these Terms of Use to be unenforceable, the unenforceable term will be modified to reflect the parties' intention and only to the extent necessary to make the term enforceable. The remaining provisions of the agreement will remain in effect.
Definitions
1. “Acceptable Use Policy” means the acceptable use policy for the Services available at https://ramblr.ai/acceptable-use-policy or otherwise provided by Ramblr, which is incorporated by reference.
2. “Account” means Customer’s Ramblr account.
3. “Administrator” means a Customer-designated End Customer who administers Customer’s Account and has access to permissions and other sensitive settings.
4. “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means the ability to direct the management and policies of an entity.
5. “Background Intellectual Property” means registered and unregistered proprietary methodologies, tools, models, software, documentation, know-how, trade secrets, inventions, or works of authorship, including videos and images, and or any other form of intellectual property conceived or developed by Ramblr or its licensors (a) prior to rendering any Services under these Terms of Use, (b) independent of these Terms of Use, and (c) in connection with the Services, but that are not Output or derivatives of Customer Materials or Output.
6. “Customer Materials” means any materials, including digital files, videos, images, data, and machine learning models, that Customer uploads to the Demo Environment otherwise provides to Ramblr to facilitate Ramblr’s provision of the Services.
7. “Demo Environment” means the web-based demonstration tools Ramblr supports to provide the Services.
8. “End Users” means Customer employees, contractors, or subcontractors who are users of Customer’s Account.
9. “Intellectual Property Rights” means the current and future worldwide rights under patent, copyright, trade secret, and trademark laws, and other similar rights.
10. “Output” means the annotations, labels, scene graphs, and data generated by machine learning models based upon the Customer Materials, supported within the Demo Environment during the Term.
11. “Personally Identifiable Information” means personal information that directly or indirectly identifies an individual such as names, email addresses, addresses, telephone numbers, social security numbers, passport numbers, driver's license numbers, and other government identification numbers, including ‘Personal Data’ as defined in the General Data Protection Regulation (EU) 2016/679.
12. “Personal Financial Information” means any personal consumer information created or required for the provision of a financial product or service, including bank account numbers, credit card information, income, payment history, loan or deposit balances, and information from consumer reports.
13. “Personal Health Data” means any information relating to the past, present, or future physical or mental health or condition of an individual, the care therefor, and the payment of services therefor.
14. “Ramblr” means Ramblr GmbH.
15. “Ramblr Technology” means Ramblr's products and services, including the Services, Ramblr Data, Background Intellectual Property, and Ramblr's trademarks, logos, and other brand features.
16. “Representatives” means a party and its Affiliate's employees, consultants, independent contractors, and advisors.
17. “Restricted Information” means (a) Personally Identifiable Information and (b) Sensitive Information, (c) Personal Financial Information, and (d) Personal Health Data.
18. “Sensitive Information” means digital files and data that contain content which (a) is obscene, pornographic, or indecent, (b) is violent (including suicide and self-harm), threatening, hateful, or discriminatory, (c) is defamatory, harassing, misleading, or fraudulent, (d) depicts weapons, illegal drugs, or drug paraphernalia, (e) promotes or supports terror or hate groups or (f) violates or may violate the privacy or publicity rights of any person or entity.
19. “Services” means products and services provided by Ramblr within the Demo Environment available to Customer for free under these Terms of Use on a trial, beta, early access, promotional, or similar basis. Services do not include Output or Third-Party Offerings.
20. “Term” means the duration of applicability for the Terms of Use, which is from the date of acceptance by You until terminated as provided above.
21. “Terms for Third-Party Offerings” means any separate license agreements, privacy policies, or restrictions on use for Third-Party Offerings available at https://ramblr.ai/third-party-offerings, which are incorporated by reference.
22. “Third-Party Models” means machine learning models, including multimodal large language models (MLLMs), that are made available under separate terms of use, proprietary license, open source license, or similar license or terms which govern use of or distribution of any code or model.
23. “Third-Party Offerings” means products, services, or content offered or sold by a third party, including Third-Party Models.