Terms of Service

Please read these Terms of Service (these “Terms”) carefully. These Terms form a legally binding agreement between Dexmate, Inc., a Delaware corporation (“Dexmate,” “Company,” “we,” “us,” or “our”), and the person or entity accepting these Terms (“you” or “your”), and govern your access to and use of: (a) our websites, portals, dashboards, documentation, APIs, software, and applications; (b) our robot management, data transmission, live-streaming, cloud storage, model distribution, model execution, community, and related services; and (c) any related content, features, or functionality made available by us (collectively, the “Services”).

If you accept these Terms on behalf of a company, university, nonprofit, or other legal entity, then: (i) “you” includes that entity; and (ii) you represent and warrant that you have authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Services.

IMPORTANT DISPUTE NOTICE: THESE TERMS REQUIRE, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY AND NOT BY JURY TRIAL, CLASS ACTION, MASS ACTION, OR REPRESENTATIVE PROCEEDING.

Scope; Supplemental Terms; Order of Precedence

Scope of Services

The Services may include, without limitation: (a) tools that enable you to manage robots or other connected devices; (b) functionality that permits transmission of telemetry, sensory inputs, logs, images, video, audio, metadata, and other information between robots, devices, users, and the cloud; (c) live streaming and remote viewing features; (d) storage, editing, labeling, review, curation, and management of data; (e) access to documentation, knowledge-base, and tutorial resources; (f) community or forum features; and (g) functionality that allows you to access, download, deploy, execute, manage, or otherwise use AI or machine-learning models, whether provided by Dexmate or by third parties.

Supplemental Terms

Certain features, content, or roles may be subject to additional terms, policies, notices, or agreements that we make available by link, in-product notice, API workflow, dashboard notice, clickthrough, order form, or other reasonable means (collectively, “Supplemental Terms”). Without limitation, Supplemental Terms may include a Model Publisher Agreement, Third-Party Model Terms, Community Standards, Privacy Policy, Copyright / DMCA Policy, Data Processing Addendum, Acceptable Use Policy, Safety Documentation, or feature-specific usage rules.

By accessing or using a feature governed by Supplemental Terms, or by engaging in the role to which those Supplemental Terms apply, you agree to be bound by them.

Order of Precedence

If there is a conflict among these Terms and any other agreement between you and Dexmate, the following order of precedence applies, solely to the extent of the conflict:

a signed order form, master services agreement, subscription agreement, or other written agreement executed by Dexmate and you;
these Terms;
the applicable Supplemental Terms, but only with respect to the specific feature, role, or activity that they govern; and
if you access or use a third-party Model, the license, terms, or usage restrictions designated by the applicable publisher or third party for that Model govern your rights in that Model, provided that such publisher-designated terms do not override these Terms’ restrictions on use of the Services unless Dexmate expressly agrees otherwise in writing.

Eligibility; Accounts; Authority

Eligibility

You may use the Services only if you are at least eighteen (18) years of age (or the age of majority in your jurisdiction, if higher), legally capable of entering into a binding contract, not under the age of thirteen (13), and are not prohibited from using the Services under applicable law. The Services are not directed to children under thirteen (13) years of age. If you are between thirteen (13) and eighteen (18) years of age, you may only use the Services with the involvement and consent of a parent or legal guardian who agrees to these Terms on your behalf. If Dexmate becomes aware that a user under the age of thirteen (13) has accessed the Services without verifiable parental consent as required by applicable law, Dexmate will take steps to disable that account and delete associated personal data.

Accounts

To access certain features, you may be required to create an account or credentials (“Account”). You agree to provide accurate, current, and complete information and to keep that information updated.

Account Security

You are responsible for: (a) safeguarding your Account credentials, tokens, keys, and login information; (b) all activity that occurs under your Account, whether or not authorized by you; and (c) maintaining appropriate access controls for your users, operators, employees, contractors, and agents. You will promptly notify Dexmate at contact@dexmate.ai of any actual or suspected unauthorized access to or use of the Services or your Account.

Dexmate is not responsible for unauthorized access to or use of the Services to the extent resulting from your failure to safeguard credentials, tokens, keys, devices, Customer Systems, or other access mechanisms under your control.

Authorized Users

If you permit any employee, contractor, student, researcher, operator, affiliate, or other person to access or use the Services through your Account or on your behalf (each, an “Authorized User”), you are responsible for their acts and omissions as though they were your own.

Customer Systems and Integrations

If Dexmate’s provision of the Services requires access to or interoperability with your robots, devices, sensors, storage environments, networks, APIs, applications, credentials, or other systems, infrastructure, or technology controlled by you or a third party on your behalf (collectively, “Customer Systems”), then you will timely provide all required access, authorizations, credentials, and cooperation. As between the parties, you are solely responsible for: (a) Customer Systems; (b) the accuracy, security, maintenance, and legality of Customer Systems; (c) compliance with any terms applicable to Customer Systems; and (d) obtaining all rights and permissions necessary for Dexmate to access and use Customer Systems as contemplated by these Terms.

Dexmate is not responsible for failures, delays, inaccuracies, security incidents, or limitations of the Services to the extent caused by Customer Systems, third-party systems, or your failure to timely provide or maintain access to them.

Access Rights; Limited License

License Grant

Subject to your compliance with these Terms and payment of all applicable fees, Dexmate grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription or access period to access and use the Services solely for your internal business, educational, evaluation, or research purposes, in each case only as permitted by these Terms, any applicable Supplemental Terms, and our then-current documentation.

Reservation of Rights

The Services are licensed, not sold. Except for the limited rights expressly granted in these Terms, Dexmate and its licensors reserve all right, title, and interest in and to the Services, including all software, firmware, interfaces, APIs, documentation, models, model weights, know-how, content, designs, trademarks, data structures, visual interfaces, and all intellectual property rights therein.

Changes to the Services

We may add, modify, update, suspend, or discontinue any aspect of the Services at any time, with or without notice, including functionality, integrations, features, APIs, supported hardware, supported model runtimes, or availability of specific Models or content.

Beta and Preview Features

Dexmate may make available features, functionality, models, or integrations designated as “beta,” “preview,” “early access,” “experimental,” or similar (“Beta Features”). Beta Features are provided as-is, without warranty of any kind, and are expressly excluded from any service level commitments. Beta Features may be changed, suspended, or discontinued at any time without notice or liability. Dexmate may limit access to Beta Features to selected users in its sole discretion. Your use of Beta Features is at your sole risk, and you should not rely on Beta Features for production, safety-critical, or operational purposes until they have been made generally available by Dexmate.

Device and Robot Registration

To connect a robot or device to the Services, you may be required to register or pair it with your Account through a process specified by Dexmate. You are responsible for ensuring that all robots and devices registered under your Account are lawfully owned or operated by you or your Authorized Users, are in safe and functional working condition, and are authorized to transmit data to and receive instructions from the Services. You may not register or pair any robot or device on behalf of another person or entity without authorization. Upon termination or suspension of your Account, all robot and device registrations and pairings associated with your Account will be disabled and the affected robots and devices will lose connectivity to the Services. Dexmate is not responsible for any physical-world consequences arising from such loss of connectivity, including interruption to any task or operation in progress. You are solely responsible for maintaining a local or offline operational capability that does not depend on continued access to the Services.

Fees; Billing; Suspension for Nonpayment

Fees

Certain Services are subject to fees, as described in an order form, pricing page, dashboard, statement of work, or other commercial terms made available by Dexmate. Unless otherwise stated, all fees are non-cancelable and non-refundable except as expressly required by applicable law or expressly stated in writing by Dexmate.

Unless otherwise stated in the applicable order form or commercial terms, paid subscriptions will automatically renew for successive periods equal in length to the initial subscription term (each, a “Renewal Term”) unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. Dexmate may change fees for any Renewal Term upon at least thirty (30) days’ prior written notice. If you downgrade your subscription plan during a term, the downgrade will take effect at the start of the next billing cycle and unused capacity or features from the prior plan will not be refunded or carried over.

Taxes

You are responsible for all sales, use, value-added, withholding, excise, and similar taxes or governmental charges arising from your use of the Services, excluding taxes based on Dexmate’s net income.

Late Payments

If you fail to timely pay any undisputed amount when due, Dexmate may charge interest at the lesser of 1.5% per month or the maximum rate permitted by law and may suspend or limit access to the Services if such amount remains unpaid for ten (10) or more days after the due date, until all past due amounts are paid.

Customer Data; Content; Feedback

Definitions

For purposes of these Terms:

“Customer Data” means data, content, materials, prompts, inputs, files, telemetry, logs, images, video, audio, text, annotations, labels, metadata, and other information submitted to, uploaded to, transmitted through, streamed through, stored in, edited in, or otherwise made available through the Services by or on behalf of you, excluding Feedback and excluding Aggregated Statistics.
“Sensor Data” means any camera feeds, audio feeds, lidar or other sensor outputs, telemetry, environmental readings, geolocation, diagnostics, logs, or other data generated by a robot, device, or connected hardware and transmitted to or through the Services.
“Edited Data” means Customer Data as modified, trimmed, labeled, annotated, segmented, organized, or otherwise edited by you or your Authorized Users using the Services.
“Community Content” means content that you post, publish, or otherwise make available in any forum, discussion board, comments area, community knowledge base, wiki, or other public or shared area of the Services.
“Feedback” means suggestions, ideas, enhancement requests, comments, recommendations, or other feedback relating to the Services.
“Aggregated Statistics” means data and information derived from use of the Services that is aggregated and/or de-identified such that it does not identify you, your Authorized Users, or any individual, household, device, or robot.

Ownership of Customer Data

As between you and Dexmate, and subject to any rights granted herein, you retain your rights in Customer Data. Edited Data remains Customer Data.

No Backup Obligation

You acknowledge that Dexmate is not responsible for creating, maintaining, or retaining backup copies of Customer Data except to the extent expressly stated in a written agreement or service documentation. You are solely responsible for maintaining any backups you require.

License to Dexmate

You grant Dexmate and its affiliates, subprocessors, hosting providers, infrastructure providers, and service providers a worldwide, non-exclusive, royalty-free license during the applicable term to host, store, cache, reproduce, transmit, display, perform, process, index, back up, adapt, edit, format, and otherwise use Customer Data solely as reasonably necessary to: (a) provide, operate, maintain, support, secure, monitor, and improve the Services; (b) perform your instructions and enable the features you elect to use; (c) prevent fraud, abuse, security incidents, or technical problems; (d) comply with law; and (e) enforce these Terms.

Except as expressly described in Supplemental Terms, product disclosures, or a separate written agreement with you, Dexmate will not use Customer Data to train generalized AI or machine-learning models.

Community Content License

If you submit Community Content, you grant Dexmate a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license to host, reproduce, distribute, display, perform, adapt, modify for formatting, moderate, remove, archive, and otherwise use that Community Content in connection with operating, promoting, improving, and providing the Services and community features.

Feedback

If you provide Feedback, you grant Dexmate a perpetual, irrevocable, worldwide, transferable, sublicensable, non-exclusive, royalty-free license to use, reproduce, modify, create derivative works from, distribute, display, perform, and otherwise exploit the Feedback for any purpose, without restriction or obligation to you.

Aggregated Statistics

Dexmate may generate, collect, and use Aggregated Statistics for operating, securing, supporting, analyzing, developing, marketing, and improving the Services, provided that Aggregated Statistics do not identify you or any individual.

Data Retention; Post-Termination Export; Deletion

Dexmate will retain Customer Data for the period necessary to provide the Services and as otherwise required by applicable law or Dexmate’s then-current data retention policies, which Dexmate may update from time to time. Following expiration or termination of your access to the Services for any reason, Dexmate will make Customer Data available for download by you for a period of thirty (30) days (the “Export Window”). After the Export Window, Dexmate may delete Customer Data from its active systems in accordance with its then-current data retention and deletion policies, subject to: (a) any data retained in backup, archival, or disaster-recovery systems, which may be retained for up to ninety (90) additional days before deletion; (b) Customer Data that Dexmate is legally required or permitted to retain; and (c) Aggregated Statistics, which are not Customer Data and are not subject to deletion on your request. You are solely responsible for exporting and retaining any Customer Data you need prior to the end of the Export Window. Dexmate has no liability for Customer Data that is deleted in accordance with this Section.

Privacy; Data Processing; Recorded Environments

Privacy Policy

Our collection, use, and disclosure of personal information is described in the applicable Privacy Policy.

Data Processing Addendum

If and to the extent Dexmate processes personal data on your behalf as a processor or service provider, the applicable Data Processing Addendum, if any, will apply.

Your Responsibilities for Notice and Consent

You are solely responsible for providing all notices and obtaining all rights, consents, and authorizations necessary for Dexmate and its providers to collect, process, transmit, store, stream, display, and otherwise handle Customer Data, including any Sensor Data, audio, video, image, biometric, geolocation, employee, contractor, student, visitor, or other personal information or protected data captured by or through any robot, device, or workflow that you operate or enable.

Sensitive and Regulated Data

You will not submit to the Services any data subject to specialized legal or regulatory requirements unless Dexmate has expressly agreed in writing to handle such data. Without limiting the foregoing, you will not submit protected health information, payment card data, classified information, export-controlled technical data, biometric information (including facial recognition data, voiceprints, fingerprints, iris scans, and other biological identifiers), or children’s data except as expressly permitted by Dexmate in writing and subject to applicable Supplemental Terms.

Security Measures

Dexmate will implement and maintain reasonable physical, technical, and administrative safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction. These safeguards will be appropriate to the sensitivity, nature, and volume of Customer Data processed and will be consistent with industry-standard security practices for comparable cloud-based robotics and data management platforms. Details regarding Dexmate’s security practices, certifications, and any applicable Data Processing Addendum are available at [INSERT SECURITY / TRUST CENTER URL] or upon reasonable written request. Dexmate may update its security measures from time to time, provided that any updates will not materially reduce the overall level of protection afforded to Customer Data during an applicable paid subscription term.

Security Incidents

Dexmate will notify you without undue delay, and in any event within seventy-two (72) hours of becoming aware, of any confirmed security incident that involves unauthorized access to, use of, or disclosure of Customer Data under Dexmate’s control (a “Security Incident”). Such notification will include reasonable information then available about the nature and scope of the Security Incident to enable you to meet your own notification obligations under applicable law, subject to any constraints imposed by law enforcement. Dexmate will take reasonable steps to contain and remediate the Security Incident and will cooperate with your reasonable investigation efforts. Notification of a Security Incident under this Section will not constitute an admission of fault or liability by Dexmate. The obligations in this Section apply only to Security Incidents arising from Dexmate’s systems and do not extend to incidents arising from Customer Systems, third-party systems, or your own acts or omissions.

Robot and Device Operations

Applies to Customers Using Robot or Device Features

This Section applies to any user who connects, manages, monitors, transmits data from, streams data from, or otherwise uses any robot, device, or hardware in connection with the Services.

You Control the Deployment Environment

You are solely responsible for the robots, devices, sensors, peripherals, deployment environments, facilities, safety interlocks, human supervision, maintenance, compliance checks, and all decisions to connect, configure, instruct, deploy, or operate any robot or device in connection with the Services.

No Assumption of Operational Control

Dexmate provides software, cloud, model-distribution, and related tooling. Dexmate does not assume, and expressly disclaims, responsibility for real-world operation, navigation, movement, manipulation, perception, environmental assessment, task execution, safety, or legal compliance of any robot or device.

Streaming and Connectivity Risks

Live-streaming, remote viewing, telemetry, and cloud-connected features may be subject to latency, data loss, jitter, synchronization issues, downtime, bandwidth limitations, dropped connections, incomplete transmissions, corrupted transmissions, or other failures. You must not rely on the Services as your sole safety system or fail-safe.

Prohibited High-Risk Uses

Unless Dexmate has expressly authorized otherwise in a written agreement signed by Dexmate, you may not use the Services, any Model, or any output in connection with: (a) weapons systems; (b) autonomous lethal decision-making; (c) life-support, emergency response, or safety-critical systems; (d) nuclear facilities; (e) manned transportation control systems; or (f) any use where failure of the Services, a Model, or any output could reasonably be expected to lead to death, personal injury, property damage, or severe environmental harm.

Regulatory Compliance for Robot Operations

You are solely responsible for identifying and complying with all applicable laws, regulations, permits, licenses, and industry standards governing the operation of robots and devices in your jurisdiction and deployment environment, including without limitation: (a) wireless communications regulations (such as FCC rules in the United States); (b) workplace health and safety laws (such as OSHA regulations); (c) privacy and surveillance laws governing data captured by robot sensors, cameras, or microphones; (d) sector-specific regulatory requirements applicable to your industry or use case (including, as applicable, FDA, FAA, or other authority requirements); (e) local ordinances or property restrictions governing robotic operation in public or private spaces; and (f) export-control and sanctions requirements applicable to the robots and devices themselves. Dexmate does not represent that the Services satisfy any particular regulatory requirement or that use of the Services in connection with any robot or device will be compliant with applicable law.

Robot Maintenance and Condition

You covenant to: (a) maintain all robots and devices connected to or managed through the Services in safe working condition and in accordance with the manufacturer’s specifications and applicable safety standards; (b) apply manufacturer-recommended firmware and software updates in a timely manner; (c) not connect any robot or device to the Services that is defective, damaged, improperly modified, or otherwise poses an unreasonable safety risk; and (d) maintain appropriate emergency stop or override capabilities for any robot or device operating in an environment where it could interact with people, property, or sensitive systems. Failure to comply with this Section does not reduce your obligations or Dexmate’s rights under these Terms but may increase the risk of harm for which you are solely responsible.

Robot Connectivity on Account Suspension or Termination

If your Account is suspended or terminated, any robots or devices registered to your Account will lose connectivity to the Services. Dexmate will use commercially reasonable efforts to provide advance notice before suspending or terminating your Account in circumstances that are not related to an imminent safety, security, legal, or compliance risk, but Dexmate has no obligation to do so and will not be liable for any physical-world consequences of robot or device disconnection, including consequences to any task or workflow in progress at the time of disconnection. You are solely responsible for: (a) maintaining local operational capability for your robots and devices that does not depend on continued cloud connectivity; (b) implementing appropriate failsafe and fallback behaviors for your robots and devices in the event of connectivity loss; and (c) any property damage, personal injury, data loss, or other harm arising from or related to such disconnection.

Models; AI Features; Third-Party Models

Definitions

For purposes of these Terms:

“Model” means any artificial intelligence, machine-learning, computer-vision, policy, inference, foundation, fine-tuned, or other model, together with any weights, parameters, configuration files, model cards, runtime packages, adapters, prompts, embeddings, metadata, or related artifacts.
“Company Model” means a Model provided by Dexmate.
“Third-Party Model” means a Model provided by a third party, including another user, publisher, licensor, or partner.
“Model Output” means output generated through use of a Model through or in connection with the Services.

Company Models

Subject to your compliance with these Terms and any applicable Supplemental Terms, Dexmate grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, download, deploy, execute, and use Company Models solely as expressly permitted by Dexmate.

Except as expressly permitted by Dexmate in writing, you may not: (a) redistribute, publish, sell, sublicense, or make Company Models available on a standalone basis; (b) use Company Models to create a competing hosted or commercial model service; (c) remove license keys, technical restrictions, or attribution; (d) benchmark or publicly disclose comparative results regarding Company Models in a misleading manner; or (e) use Company Models except with authorized robots, runtimes, or Services.

You are solely responsible for testing, validating, and evaluating any Company Model for safety, suitability, accuracy, and compatibility with your specific robot, device, environment, and use case before deploying it in any operational setting. Dexmate does not warrant that any Company Model is fit for any particular task, robot, environment, or regulatory use case, and you must not rely on a Company Model’s output as the sole basis for any action or decision that could affect safety, property, or third-party rights without independent human review and validation.

Dexmate may modify, update, deprecate, or withdraw any Company Model version at any time. Where commercially practicable and not required for safety, security, or legal reasons, Dexmate will endeavor to provide reasonable advance notice of planned deprecation of a Company Model version. You are responsible for planning and implementing any transition to updated or replacement models, and Dexmate will not be liable for any losses arising from model deprecation, modification, or withdrawal.

Third-Party Models

If you access, use, download, deploy, or execute a Third-Party Model, your rights in that Third-Party Model are governed by the applicable third-party or publisher-designated license terms, restrictions, model card, and any applicable Supplemental Terms. Dexmate does not grant you any rights in a Third-Party Model except the limited right to access it through the Services as expressly permitted by Dexmate.

Dexmate may remove, suspend, disable, block, or cease supporting any Third-Party Model at any time, with or without notice.

No Review or Endorsement

Dexmate does not pre-screen, certify, review, or endorse any Third-Party Model for legality, licensing sufficiency, accuracy, quality, safety, performance, export classification, lack of bias, lack of hallucination, non-infringement, or fitness for any purpose. Availability of a Third-Party Model through the Services does not constitute endorsement, recommendation, or warranty by Dexmate.

Model Publisher Terms

If you upload, submit, list, publish, distribute, or otherwise make a Model available through the Services, you agree to the applicable Model Publisher Agreement and any related Supplemental Terms. Dexmate may require authenticated acceptance of publisher-specific terms through a dashboard, API workflow, or other process.

Model Outputs

As between you and Dexmate, and to the extent permitted by applicable law, Dexmate assigns to you any rights Dexmate may have in Model Output generated for you through your authorized use of the Services. This assignment excludes and does not transfer any rights in: (a) the Services; (b) any Model, including weights, parameters, and architecture; (c) any Aggregated Statistics; (d) any Dexmate intellectual property; (e) any third-party intellectual property; or (f) output generated for other users.

You acknowledge that: (i) Model Outputs may not be unique; (ii) other users may receive the same or similar output; and (iii) any rights you have in Model Output are subject to applicable law and the rights of third parties.

For the avoidance of doubt, this Section applies to Model Output generated by Company Models. Model Output generated by or through a Third-Party Model is governed by the applicable Third-Party Model Terms (including the output assignment provision therein), and the applicable Designated Model Terms designated by the Publisher, in each case subject to the limitations set forth therein. To the extent of any conflict between this Section and the Third-Party Model Terms with respect to Third-Party Model Output, the Third-Party Model Terms control.

Community Features; Wiki; Public Areas

Applies to Community Participants

This Section applies to any user who reads, posts, uploads, comments, answers questions, or otherwise participates in any community, forum, wiki, comments area, or other public or shared feature of the Services.

Public Nature of Community Features

Community features may be public or shared with others. Do not submit confidential, proprietary, export-controlled, restricted, personal, or sensitive information to public or shared areas unless you are comfortable with such disclosure and have the right to make it.

Moderation Rights

Dexmate may, but is not obligated to, monitor, review, edit, remove, refuse, or restrict Community Content for any reason, including if Dexmate believes the content violates these Terms, any Supplemental Terms, applicable law, or poses risk to the Services or any person.

No Reliance

Community Content, tutorial content, and wiki content may be incomplete, incorrect, outdated, biased, or unsafe. They are provided for convenience only and do not constitute engineering, safety, legal, medical, employment, or other professional advice.

Acceptable Use; Restrictions

You will not, and will not permit any third party to, directly or indirectly:

access or use the Services except as expressly permitted by these Terms;
copy, modify, translate, adapt, reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, underlying ideas, or trade secrets from the Services, except to the extent such restriction is prohibited by applicable law;
rent, lease, lend, sell, resell, sublicense, distribute, host, timeshare, outsource, service bureau, or otherwise commercially exploit the Services except as expressly permitted by Dexmate;
interfere with or disrupt the integrity, security, performance, or operation of the Services or any related network or system;
bypass, disable, circumvent, or defeat any usage limits, security devices, access controls, rate limits, technical restrictions, or authentication measures of the Services;
use the Services to develop, train, improve, or validate any model, dataset, or algorithm using Company Models, Company content, Community Content of others, or the Services themselves, except as expressly permitted by Dexmate or by the applicable rights holder;
scrape, harvest, index, download, or extract data, content, or materials from the Services except as expressly permitted by Dexmate;
upload or transmit viruses, malware, spyware, ransomware, Trojan horses, worms, time bombs, backdoors, or other malicious or harmful code;
upload, submit, store, transmit, or publish content that you do not have the right to use, including content that infringes, misappropriates, or violates any intellectual property, privacy, publicity, confidentiality, employment, or contractual right;
use the Services in violation of any law, regulation, sanction, export-control rule, or court order;
use the Services to stalk, harass, surveil unlawfully, defame, discriminate, exploit, or otherwise harm any person;
misrepresent the source, nature, or performance of any Model or output;
use the Services or any Model in a manner that could create unreasonable risk of physical harm, property damage, or unlawful interference with the rights of others; or
attempt to probe, scan, or test the vulnerability of the Services or any Dexmate system without Dexmate’s prior written authorization.

Third-Party Services; Providers; Open Source

Third-Party Providers

The Services may incorporate or interoperate with products, software, infrastructure, APIs, hosting environments, model providers, payment processors, data-storage services, or other services offered by third parties (“Providers”). Dexmate may rely on Providers to deliver parts of the Services.

Provider Terms

Certain functionality may require you to agree to Provider terms or may be subject to additional third-party notices or restrictions. Dexmate is not a party to your agreement with a Provider except as expressly stated.

No Responsibility for Third-Party Services

Dexmate is not responsible for third-party products or services, including Third-Party Models, open-source components, Provider outages, changes, deprecations, or acts or omissions of Providers, except to the extent expressly stated in a written agreement signed by Dexmate. Dexmate may limit, suspend, or cease interoperability with any Provider or third-party service at any time, and such change will not entitle you to any refund, credit, or other compensation except as expressly stated in a signed written agreement.

Open Source

The Services may include open-source software components. To the extent required by applicable open-source license terms, such terms will govern your use of the applicable component instead of these Terms.

Suspension; Removal; Takedowns

Suspension and Removal Rights

Dexmate may suspend, restrict, disable, remove, delist, block, quarantine, or terminate access to any Account, content, Model, Community Content, data stream, or feature at any time, with or without notice, if Dexmate reasonably believes: (a) you breached these Terms or Supplemental Terms; (b) your use poses a security, legal, operational, reputational, or safety risk; (c) suspension or removal is necessary to prevent harm to Dexmate, the Services, any person, or any property; (d) content or a Model may infringe rights or violate law; (e) a court order, subpoena, government request, or law requires action; or (f) continued provision of the relevant feature has become commercially impracticable.

Dexmate will not be liable for any damages, liabilities, losses, refunds, credits, or compensation arising from any suspension, restriction, or removal undertaken in accordance with these Terms.

Copyright and IP Complaints

Dexmate may process copyright, trademark, and other rights complaints pursuant to its Copyright / DMCA Policy or similar intellectual-property complaint procedures.

Preservation of Archived or Pinned Materials

Dexmate may retain archived, cached, backed-up, or pinned copies of content or Models as reasonably necessary for security, audit, legal compliance, disaster recovery, standard operations, or to support users who previously accessed or deployed a permitted copy, subject to applicable law and Dexmate’s policies.

Representations and Warranties by You

You represent and warrant that:

you have all rights, consents, permissions, and authority necessary to enter into these Terms and to submit, upload, stream, transmit, store, publish, deploy, and use any Customer Data, Model, Community Content, or other materials in connection with the Services;
your Customer Data, Community Content, Models, and use of the Services will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, confidentiality, employment, contractual, or other rights of any third party;
you will comply with all applicable laws, regulations, and industry obligations in your use of the Services;
you will provide all legally required notices and obtain all legally required consents for the collection and processing of any data you cause to be handled through the Services;
you will not provide Dexmate with content or data that is malicious, deceptive, unlawful, or materially inaccurate in a manner that could create undue risk for Dexmate or others; and
if you upload or make available a Model, you will comply with the applicable Model Publisher Agreement and all license obligations relating to that Model.

AI, Robotics, and Content Disclaimers

General Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, ALL MODELS, MODEL OUTPUTS, COMMUNITY CONTENT, TUTORIALS, WIKI CONTENT, DOCUMENTATION, INTEGRATIONS, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” DEXMATE AND ITS LICENSORS AND PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, SATISFACTORY QUALITY, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

AI and Model Disclaimers

WITHOUT LIMITING the GENERAL DISCLAIMER SECTION:

MODELS AND MODEL OUTPUTS MAY BE INACCURATE, INCOMPLETE, BIASED, MISLEADING, NON-DETERMINISTIC, OR UNSAFE;
MODELS MAY CHANGE, DRIFT, DEGRADE, BE WITHDRAWN, OR PRODUCE DIFFERENT RESULTS OVER TIME;
AI-ASSISTED FEATURES MAY OPERATE THROUGH AUTOMATED PROCESSES WITHOUT HUMAN JUDGMENT OR CONTEXTUAL UNDERSTANDING;
DEXMATE DOES NOT WARRANT THAT ANY MODEL OR OUTPUT IS FIT FOR ANY PARTICULAR TASK, ENVIRONMENT, ROBOT, INDUSTRY, OR REGULATORY USE CASE;
DEXMATE DOES NOT WARRANT THAT ANY THIRD-PARTY MODEL IS PROPERLY LICENSED, SAFE, LEGAL, NON-INFRINGING, OR APPROPRIATE FOR DEPLOYMENT;
YOU ARE RESPONSIBLE FOR REVIEWING, TESTING, VALIDATING, AND SUPERVISING ALL MODELS AND OUTPUTS BEFORE OR DURING USE IN ANY OPERATIONAL SETTING; AND
NO INFORMATION OR OUTPUT PROVIDED THROUGH THE SERVICES CONSTITUTES PROFESSIONAL, SAFETY, LEGAL, COMPLIANCE, OR ENGINEERING ADVICE.

No Automated Decision Reliance

Any AI-assisted results, suggestions, classifications, detections, recommendations, or automated actions made available through the Services are tools for your review and are not intended to be the sole basis for decisions that could affect rights, safety, employment, housing, credit, insurance, legal status, or similarly significant matters.

Physical-World Disclaimer

YOU ACKNOWLEDGE THAT USE OF THE SERVICES IN CONNECTION WITH ROBOTS OR DEVICES OPERATING IN THE PHYSICAL WORLD CREATES RISKS OF PERSONAL INJURY, DEATH, PROPERTY DAMAGE, DATA LOSS, SERVICE INTERRUPTION, AND OTHER HARMS. DEXMATE DOES NOT ACCEPT RESPONSIBILITY FOR THOSE RISKS OR FOR YOUR DEPLOYMENT DECISIONS.

Live-Streaming, Connectivity, and Data Storage Disclaimers

WITHOUT LIMITING THE GENERAL DISCLAIMER SECTION, DEXMATE MAKES NO REPRESENTATION OR WARRANTY REGARDING: (A) THE COMPLETENESS, CONTINUITY, LATENCY, QUALITY, ACCURACY, OR RELIABILITY OF ANY LIVE STREAM, TELEMETRY TRANSMISSION, REMOTE VIEWING SESSION, OR DATA TRANSMISSION THROUGH THE SERVICES; (B) THE DURABILITY, COMPLETENESS, ACCURACY, INTEGRITY, OR AVAILABILITY OF ANY CUSTOMER DATA, SENSOR DATA, OR EDITED DATA STORED IN THE CLOUD THROUGH THE SERVICES; OR (C) THE PERFORMANCE OR AVAILABILITY OF THE DATA MANAGEMENT AND EDITING FEATURES. LIVE STREAMS MAY BE SUBJECT TO LATENCY, INTERRUPTION, CORRUPTION, DROPPED FRAMES, SYNCHRONIZATION ISSUES, OR COMPLETE FAILURE WITHOUT NOTICE. STORED DATA MAY BE SUBJECT TO LOSS, CORRUPTION, DELETION, OR INACCESSIBILITY DUE TO TECHNICAL FAILURES, PROVIDER OUTAGES, ACCOUNT SUSPENSION, OR OTHER CAUSES. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT BACKUPS OF ANY CUSTOMER DATA, SENSOR DATA, OR EDITED DATA THAT YOU CANNOT AFFORD TO LOSE, AND DEXMATE WILL NOT BE LIABLE FOR ANY LOSS OR CORRUPTION OF SUCH DATA EXCEPT AS EXPRESSLY STATED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY DEXMATE.

Indemnification

By You

You will defend, indemnify, and hold harmless Dexmate, its affiliates, and their respective officers, directors, employees, contractors, licensors, and agents (collectively, the “Dexmate Indemnitees”) from and against any third-party claim, action, demand, suit, investigation, or proceeding, and any related damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to:

your or your Authorized Users’ use of the Services;
your Customer Data, Community Content, Models, or Model Outputs;
your breach of these Terms or Supplemental Terms;
your violation of applicable law or third-party rights;
your operation, control, configuration, or deployment of any robot or device; or
bodily injury, death, property damage, privacy claim, publicity claim, surveillance claim, employment claim, or regulatory claim arising from your use of the Services, any Model, or any robot or device in connection therewith.

Dexmate may assume exclusive control of the defense of any matter subject to indemnification by you, in which case you will cooperate with Dexmate at your expense. You may not settle any matter in a manner that imposes liability or obligations on any Dexmate Indemnitee without Dexmate’s prior written consent.

By Dexmate

Dexmate will defend you against any third-party claim that the core Services, as provided by Dexmate and excluding Customer Data, Third-Party Models, Community Content, open-source components, and any materials provided by you or third parties, infringe a U.S. patent, copyright, or trademark, and Dexmate will pay damages finally awarded against you or agreed in settlement by Dexmate, subject to your: (a) promptly notifying Dexmate of the claim; (b) granting Dexmate sole control of the defense and settlement; and (c) providing reasonable cooperation at Dexmate’s expense.

Dexmate will have no obligation under this Section to the extent the claim arises from: (i) Customer Data, Third-Party Models, Community Content, or other materials provided by you or third parties; (ii) modifications not made by Dexmate; (iii) combination with products, services, or hardware not provided by Dexmate; (iv) use outside the scope of these Terms or documentation; or (v) your continued use after Dexmate has provided a non-infringing alternative or directed you to stop.

If Dexmate reasonably believes the Services may become subject to such a claim, Dexmate may, at its option: (A) procure the right for you to continue using the affected Services; (B) modify or replace the affected Services; or (C) terminate your right to use the affected Services and refund any prepaid, unused fees for the terminated portion of the then-current paid term.

THIS SECTION STATES DEXMATE’S SOLE AND EXCLUSIVE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIM RELATING TO THE SERVICES.

Limitation of Liability

Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS INTERRUPTION, ANTICIPATED SAVINGS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED U.S. DOLLARS ($100); OR (B) THE AMOUNTS PAID OR PAYABLE BY YOU TO DEXMATE FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exceptions

The limitations in this Section do not apply to: (a) your payment obligations; (b) your indemnification obligations; (c) your breach of Acceptable Use, Restrictions, or Representations and Warranties by You, (d) either party’s fraud, gross negligence, or willful misconduct; or (e) amounts that cannot be limited or excluded under applicable law.

Independent Allocation of Risk

THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY IN THESE TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Term; Termination

Term

These Terms begin when you first access or use the Services or otherwise accept these Terms and continue until terminated.

Termination by You

You may stop using the Services at any time. If you are party to a paid subscription or order form, termination rights will be governed by the applicable commercial terms.

Termination or Suspension by Dexmate

Dexmate may suspend or terminate these Terms or your access to all or part of the Services immediately if: (a) you breach these Terms or any Supplemental Terms and, if such breach is capable of cure and does not involve a safety, security, legal, or intellectual property risk, you fail to cure such breach within fourteen (14) days after written notice from Dexmate identifying the breach in reasonable detail (provided that Dexmate may suspend access during the cure period if reasonably necessary to protect Dexmate, the Services, or other users); (b) you fail to pay any undisputed fees when due; (c) your use creates legal, security, safety, or operational risk; (d) Dexmate is required to do so by law; or (e) Dexmate discontinues the relevant Services or it becomes commercially impracticable to continue providing them.

Effect of Termination

Upon termination: (a) your rights to access and use the Services cease except as expressly permitted by Dexmate; (b) you must cease use of the Services, subject to any transition rights expressly granted in writing; and (c) Sections that by their nature should survive will survive, including Sections related to indemnification, limitation of liability, governing law, and dispute resolution.

Following termination or expiration of these Terms, the data export and deletion provisions of Section 5.8 will apply. Dexmate will use commercially reasonable efforts to provide you with access to the data export functionality during the Export Window defined in the Section on Data Retention; Post-Termination Export; Deletion, subject to your compliance with any outstanding payment obligations. If your access is terminated due to a serious breach, Dexmate may condition data export access on cure or payment of outstanding amounts.

Export Controls; Sanctions

You may not access, use, export, re-export, transfer, or make available the Services, any Model, or any related technical data in violation of any applicable export-control, sanctions, or trade laws. You represent and warrant that you are not located in, organized under the laws of, ordinarily resident in, or owned or controlled by persons located in a country or territory subject to comprehensive sanctions, and that you are not identified on any restricted party list maintained by the United States or other applicable authority.

Governing Law; Dispute Resolution

Governing Law

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be governed by the laws of the State of California, without regard to conflict-of-laws principles.

Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services (each, a “Dispute”) will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted before a single arbitrator in [San Francisco, California], in English. The arbitrator, and not any court, shall have exclusive authority to resolve any Dispute, including any dispute regarding arbitrability, formation, scope, enforceability, or validity of this arbitration provision.

Class and Mass Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT ANY DISPUTE MUST BE BROUGHT ONLY IN THAT PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, CONSOLIDATED, OR MASS ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE, CLASS, COLLECTIVE, OR MASS PROCEEDING.

Injunctive Relief

Nothing in this Section prevents either party from seeking temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to protect intellectual property, or against imminent harm pending completion of arbitration.

Changes to These Terms

Dexmate may modify these Terms from time to time. If Dexmate makes a material change, Dexmate will use commercially reasonable efforts to provide notice, such as by posting the revised Terms on the Services, updating the “Last Updated” date, emailing the email address associated with your Account, or providing in-product notice. Unless otherwise stated, modified Terms become effective upon posting for new users and thirty (30) days after posting or notice for existing users. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms.

General

Entire Agreement

These Terms, together with any applicable Supplemental Terms and any signed written agreement between you and Dexmate, constitute the entire agreement between you and Dexmate regarding the Services and supersede all prior or contemporaneous understandings regarding their subject matter.

Assignment

You may not assign, delegate, or transfer these Terms or any rights or obligations hereunder without Dexmate’s prior written consent. Any attempted assignment in violation of the foregoing is void. Dexmate may assign these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

Force Majeure

Dexmate will not be liable for any failure or delay due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, civil unrest, governmental action, internet or utility failures, Provider outages, pandemics, or shortages of materials or transportation.

Waiver; Severability

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect and the unenforceable provision will be enforced to the maximum extent permitted; if a provision cannot be enforced to any extent, it shall be modified to the minimum extent necessary to reflect the parties’ original intent.

Notices

You consent to receive notices electronically. Dexmate may provide notices by email, in-product notice, posting on the Services, or other reasonable means. Notices to Dexmate must be sent to: [INSERT LEGAL NOTICE EMAIL / ADDRESS].

No Purchase Order Terms

No purchase order, clickthrough terms of a third party, or other unilateral customer form will modify these Terms or bind Dexmate, even if referenced in payment or procurement processes.

Publicity

Unless otherwise agreed in a signed written agreement, you grant Dexmate the right to identify you by name and logo as a customer or user of the Services on Dexmate’s website, customer lists, and marketing materials, subject to any reasonable trademark usage guidelines you provide to Dexmate in writing.

Usage Verification

Dexmate may monitor use of the Services to verify compliance with these Terms and applicable usage limits. Upon reasonable request, you will provide information reasonably necessary to verify your compliance with any seat, robot, device, deployment, storage, or other usage-based restrictions applicable to the Services.

Contact Information

If you have questions about these Terms, please contact Dexmate at:

Dexmate, Inc.

Attn: Legal

Email: legal@dexmate.ai

Address: 3347 Gateway Blvd, Fremont, CA 94538

Role-Based Summary (Convenience Only)

For convenience only, the following additional materials may apply depending on how you use the Services:

All users: these Terms, the Privacy Policy, and any general Acceptable Use Policy.
Customers using stored or streamed data features: Privacy Policy and, where applicable, Data Processing Addendum.
Users participating in forums, comments, or wiki features: Community Standards.
Users accessing or deploying third-party Models: Third-Party Model Terms and any publisher-designated model terms.
Users uploading, publishing, or listing Models: Model Publisher Agreement.
Users submitting copyright complaints or responding to takedowns: Copyright / DMCA Policy.

This Section is provided only as a convenience summary and does not limit the enforceability of any applicable Supplemental Terms.