Deeptrack General Terms of Use

1. Introduction

1.1 Scope

These General Terms of Use (“General Terms”) govern access to and use of:

1. All services (“Services”) provided by Deeptrack LLC. (“Deeptrack,” “Company,” “we,” or “us”) and identified in an accompanying Order Form (“Order Form”); and
2. all proprietary software related to or associated with the Services, including but not limited to Deeptrack Gotham, Deeptrack Foundry, Deeptrack Sentinel, Deeptrack Atlas, Deeptrack Mirror, APIs, dashboards, web applications, models, algorithms, data pipelines, and documentation (collectively, the “Software”).

These General Terms apply regardless of contract length.

1.2 Agreement Structure

These General Terms are incorporated into the Order Form.

Together, the General Terms, Order Form, Data Processing Addendum (“DPA”), and Service Level Agreement (“SLA”) constitute the binding agreement (“Agreement”) between Deeptrack and the entity identified as “Customer.”

Access or use of the Services constitutes acceptance of this Agreement.

1.3 Updates

Deeptrack may update these General Terms by publishing revised versions on its website. Updates become effective thirty (30) days after publication unless accepted earlier by the Customer.

Continued use after that period constitutes acceptance.

2. Scope of Use

2.1 License Grant

Subject to payment of applicable fees and compliance with this Agreement, Deeptrack grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to:

• Access and use the Services for internal business purposes
• Use the Software solely in connection with the Services

No ownership rights are transferred.

2.2 Authorized Users

“Authorized Users” means employees or contractors of Customer who are assigned login credentials.

Customer is responsible for:

• Protecting account credentials
• Preventing unauthorized access
• All activities conducted under its accounts

2.3 Suspension

Deeptrack may suspend access if:

• Required by law
• There is a security threat
• Customer breaches this Agreement
• Fees are unpaid

3. Customer Restrictions

Customer shall not:

• Reverse engineer, decompile, or attempt to extract source code
• Build a competing product using the Services
• Resell, sublicense, or distribute the Services
• Perform benchmarking without written consent
• Circumvent security protections
• Use the Services in violation of applicable law

4. Compliance with Laws

Customer agrees to comply with all applicable:

• Data protection laws
• Sanctions and export control laws
• Anti-fraud and cybersecurity regulations

Customer represents it is not on any restricted sanctions list.

5. Confidentiality

5.1 Definition

“Confidential Information” means non-public business, technical, or financial information disclosed by either party.

Deeptrack Confidential Information includes:

• Platform architecture
• Detection methodologies
• Model logic
• Performance metrics

5.2 Obligations

Each party shall:

• Protect Confidential Information with reasonable care
• Use it only to perform obligations under the Agreement
• Disclose only to personnel with a need to know

6. Intellectual Property

6.1 Ownership

Deeptrack retains all right, title, and interest in:

• The Services
• The Software
• All models, algorithms, datasets, and detection systems
• All improvements and enhancements

No implied licenses are granted.

6.2 Customer Data

Customer retains ownership of data submitted to the platform (“Customer Data”).

Customer grants Deeptrack a limited license to process Customer Data solely to:

• Provide the Services
• Improve system performance
• Maintain platform security

Deeptrack will not use Customer’s identifiable media for model training unless expressly authorized in writing.

Deeptrack may use aggregated or de-identified data for analytics and product improvement.

7. Term and Termination

7.1 Term

The Agreement begins on the Effective Date and continues for the Initial Term specified in the Order Form.

It automatically renews unless either party provides 30 days’ written notice before renewal.

7.2 Termination for Cause

Either party may terminate if the other materially breaches the Agreement and fails to cure within 30 days.

7.3 Effect of Termination

Upon termination:

• Customer must cease use of the Services
• Outstanding fees become due
• Confidential Information must be returned or destroyed

8. Fees and Payment

Customer agrees to pay all fees specified in the Order Form.
Late payments may accrue interest at 1.5% per month or the maximum allowed by law.
Customer is responsible for applicable taxes.

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each party represents it has authority to enter into this Agreement.

9.2 Service Disclaimer

EXCEPT AS EXPRESSLY PROVIDED:

• The Services are provided “AS IS”
• Deeptrack does not guarantee that detection results will be error-free
• AI outputs are probabilistic assessments, not legal determinations

Customer is responsible for decisions made using the Services.

10. Indemnification

Customer agrees to indemnify Deeptrack for claims arising from:

• Customer misuse
• Violation of law
• Unauthorized content

Deeptrack agrees to indemnify Customer for third-party IP claims related to the unmodified Software.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Deeptrack shall not be liable for indirect, incidental, or consequential damages
• Aggregate liability shall not exceed the total fees paid by Customer in the preceding 12 months

These limitations do not apply to willful misconduct or confidentiality breaches.

12. Force Majeure

Deeptrack is not liable for delays caused by events beyond reasonable control, including natural disasters, cyberattacks, pandemics, or government actions.

13. Publicity

Deeptrack may reference Customer’s name and logo in marketing materials unless otherwise agreed in writing.

14. Governing Law

This Agreement shall be governed by the laws of:

[Choose One Based on Your Entity]

• The Republic of Kenya
• The State of Texas, United States

Disputes shall be resolved exclusively in the courts of the selected jurisdiction.

15. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes prior agreements