Terms of Service

These Terms of Service (“Terms”) constitute a binding legal agreement between you (“you,” “your”) and Clouvy Labs, Inc., a Delaware corporation (“Clouvy Labs,” “we,” “us,” “our”).

By accessing or using clouvylabs.com or any content, features, or functionality we make available through it (collectively, the “Site”), you agree to be bound by these Terms and by our Privacy Policy, which is incorporated herein by reference. If you do not agree, you may not access or use the Site.

• “Site” — the website operated at clouvylabs.com, including any subdomains, APIs, and resources we make available in connection with it.
• “Content” — all information, text, graphics, images, video, code, data, marks, and other materials available through the Site.
• “You” — the individual accessing or using the Site, whether in a personal or professional capacity.

You must be at least eighteen (18) years old, or the age of majority in your jurisdiction (whichever is higher), to use the Site. By using the Site, you represent that you meet this requirement.

If you are using the Site on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and references to “you” include that organization.

Subject to your compliance with these Terms, Clouvy Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site for your personal, non-commercial informational use, or for your internal business evaluation of Clouvy Labs and its products. All rights not expressly granted are reserved.

You agree not to:

• Use the Site in violation of any applicable law, regulation, or these Terms;
• Copy, modify, create derivative works from, distribute, publicly display, publicly perform, republish, download, store, or transmit the Content, except as expressly permitted;
• Reverse engineer, decompile, or attempt to derive the source code, algorithms, or models underlying the Site;
• Use any automated means (including bots, scrapers, or crawlers) to access the Site, except for public search engines operating in accordance with our robots.txt and reasonable rate limits;
• Circumvent or attempt to circumvent any authentication, rate-limiting, or security feature;
• Introduce malware, viruses, worms, trojans, or any other malicious code;
• Harvest or collect information about other users;
• Use the Site, the Content, or any material derived from them to train, fine-tune, benchmark, or evaluate machine-learning models, or to create datasets for such purposes, without our express prior written consent;
• Impersonate any person or entity or misrepresent your affiliation;
• Interfere with or disrupt the integrity or performance of the Site, or attempt to gain unauthorized access to it.

The Site and all Content are owned by Clouvy Labs or our licensors and are protected by United States and international copyright, trademark, patent, trade-secret, and other intellectual-property laws.

“Clouvy Labs,” the Clouvy Labs logo, “ Governax,” and any other marks displayed on the Site are trademarks of Clouvy Labs or their respective owners. You may not use these marks without our prior written permission.

If you submit ideas, suggestions, feedback, comments, or other materials to Clouvy Labs (“Submissions”), you represent that you have the right to do so and grant Clouvy Labs a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, prepare derivative works of, publish, distribute, and otherwise exploit the Submissions for any purpose, without compensation or attribution.

You waive any moral rights in the Submissions to the fullest extent permitted by law. Clouvy Labs is not obligated to hold Submissions in confidence or to respond to them.

The Site may contain links to third-party websites, services, or resources. Clouvy Labs does not endorse, control, or assume responsibility for any third-party content, product, or service. Your use of any third-party service is governed solely by the terms and privacy policies of that third party.

If you subscribe to our newsletter, we will send you periodic emails relating to our products, research, and thinking. You may unsubscribe at any time by using the link in any email or by contacting us. Transactional communications (such as responses to inquiries you initiate) are not subject to unsubscribe.

THE SITE AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLOUVY LABS DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. CLOUVY LABS DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT IS ACCURATE, COMPLETE, OR RELIABLE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLOUVY LABS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF CLOUVY LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL CLOUVY LABS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SITE EXCEED ONE HUNDRED U.S. DOLLARS (USD $100). THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE MAY NOT APPLY TO YOU.

You agree to defend, indemnify, and hold harmless Clouvy Labs and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your access to or use of the Site; (b) your violation of these Terms; (c) your violation of any law or the rights of a third party; or (d) any Submissions you provide.

We may suspend or terminate your access to the Site at any time, with or without notice, for any reason, including suspected violation of these Terms. Upon termination, all rights granted to you will cease.

Sections that by their nature should survive termination will survive, including Intellectual Property, Submissions and Feedback, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution.

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws principles. Subject to Section 15 (Dispute Resolution and Arbitration), the state and federal courts located in New York County, New York shall have exclusive jurisdiction over any matter arising under or relating to these Terms, and you consent to the personal jurisdiction of those courts.

Informal resolution

Before filing a formal claim, you agree to attempt to resolve any dispute informally by contacting us at legal@clouvylabs.com and describing the claim. We will attempt to resolve the dispute in good faith within sixty (60) days of receipt.

Binding arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Site that is not resolved informally shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules. The arbitration shall be conducted by a single arbitrator, seated in New York, New York, and conducted in the English language. Judgment on the award may be entered in any court of competent jurisdiction.

Exceptions

Either party may:

• bring an individual action in small-claims court for disputes within the court’s jurisdiction; or
• seek emergency or injunctive relief in a court of competent jurisdiction to protect intellectual-property rights or confidential information.

Opt-out

You may opt out of this arbitration agreement by sending written notice to legal@clouvylabs.com within thirty (30) days of first accepting these Terms, stating your name, address, and a clear statement that you wish to opt out of arbitration. Opting out does not affect any other provision of these Terms.

YOU AND CLOUVY LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS-ACTION WAIVER IS HELD UNENFORCEABLE, THE BALANCE OF SECTION 15 SHALL ALSO BE UNENFORCEABLE AS TO THAT DISPUTE, AND THAT DISPUTE SHALL BE BROUGHT IN COURT.

YOU AND CLOUVY LABS EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE.

You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo, or designated by the U.S. government as a “terrorist supporting” country; and you are not listed on any U.S. government list of prohibited or restricted parties.

You agree to comply with all applicable U.S. and non-U.S. export-control and sanctions laws, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”).

We may update these Terms from time to time. When we do, we will update the “Last updated” date at the top of this page. If the changes are material, we will provide additional notice (for example, by posting a banner on the Site or sending an email to subscribers). Your continued use of the Site after an update constitutes acceptance of the updated Terms.

If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Clouvy Labs may assign these Terms without restriction.

These Terms, together with the Privacy Policy and any other legal notices published by us on the Site, constitute the entire agreement between you and Clouvy Labs regarding the Site and supersede all prior or contemporaneous agreements relating to its subject matter.

For questions about these Terms:

• Email: legal@clouvylabs.com
• Post: Clouvy Labs, Inc., Attn: Legal, 136 Madison Avenue, New York, NY 10016, United States