Please read this Modzy Terms of Service Agreement (“Agreement”) carefully. THIS IS AN IMPORTANT LEGALLY BINDING AGREEMENT.
This Agreement governs your use of Modzy TM a software platform and marketplace ( “Modzy Software”) developed and owned by Modzy / Booz Allen Hamilton Inc. (collectively “Booz Allen,” “we,” “Modzy Team,” “us,” or “our”), through which you can license and access unique algorithms developed by Booz Allen and third parties (collectively “Models”). Models may be offered through Modzy Software by Booz Allen or a third party.
Demonstration License. We grant to you a limited use, non-exclusive, non-transferable, revocable, non-sublicensable license to view and evaluate the pre-release version of the Modzy Software in accordance with any user guides, training materials, slick sheets, or other materials (collectively “Documentation”) provided by Booz Allen, our partners, and this Agreement. You acknowledge that the Modzy Software is in a pre-release stage of development and is made available for demonstration purposes only. Booz Allen has no obligation to make available a commercial version of the Modzy Software or any Models and has the right to abandon development of production or retail version of the Modzy Software at any time without liability. The license granted in this section is strictly for the version of the Modzy Software available or delivered to you by Booz Allen on the earlier of the Effective Date or your first access to the Modzy Software.
Account Setup. In order to access Modzy, you may be required to create a unique username and password (collectively “Account”) and provide information regarding: (1) the company, organization, or other entity you represent (if applicable); and (ii) yourself and your Account contact persons (“User Information” as defined under Data Protection, below). You are responsible for maintaining your Account’s confidentiality and security, and you agree to not share your Account with anyone or otherwise allow another person to access or use your Account. Booz Allen is not responsible for any losses arising from the unauthorized use of your Account. Please contact Booz Allen if you suspect that your Account has been compromised. Your Account shall be active for six (6) months from the initial date of setup unless terminated earlier pursuant to this Agreement.
Age Restrictions. You must be age 18 (or equivalent minimum age, as set forth in the Account setup process) to create an Account and access the Modzy Software. You must comply with any additional age restrictions that might apply for the use of specific Models or features on the Modzy Software.
Modzy Software and Model Access Rules Your use of the Modzy Software and Models must follow the rules set forth in this section (“Access Rules”). Any other use of the Modzy Software and Models is a material breach of this Agreement. Modzy may monitor your use of the Modzy Software and Models to ensure that you are following these Access Rules.
Delivery of a Model and access to the Modzy Software does not transfer any commercial or promotional use rights to you, and does not constitute a grant or waiver of any rights of the copyright owners. You shall not on your own, or permit any person or entity to: (i) alter, modify, or make derivative works of the Modzy Software or Models; (ii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, the Modzy Software, Models or any portion thereof; (iii) install, access, or use, or allow the installation, accessing, or use of, the Modzy Software or Models for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable laws, or rules and regulations of regulatory or administrative organizations; (iv) act in a fraudulent, tortious malicious, or negligent manner when using the Modzy Software or Models; (vi) rent, sell, license, or remarket the Modzy Software or Models or provide access to the Modzy Software or Models to any third party (unless authorized in writing), (vii) use the Modzy Software or Models for any commercial purpose; (viii) introduce in or to the Modzy Software or Models any virus or implement a denial of service attack or introduce or implement any other code or routine which results in disruption or damage to the Modzy Software or Models; (ix) use or otherwise allow the Modzy Software or Models to be used for any unlawful or criminal purpose or (x) post or utilize inappropriate, violent, nude, sexually suggestive, discriminatory, unlawful, infringing, or offensive pictures or photographs or other content when using the Modzy Software or Models. You are responsible for all acts and omissions that occur or are related to your Account.
Data Protection. You will not transfer to the Modzy Team any access to any protected data in connection with this Agreement, including personal data, classified data or data subject to International Trade Laws and Regulations, protected health information and personally identifiable information (as such terms are defined in applicable data protection law), except for protected data related to your contact persons (“User Information”) in order to get access to the Modzy Software. Modzy may access, use and transfer such User Information only for the purposes of fulfilling our obligations and exercising our rights, providing information to you for promotional and marketing purposes, and complying with our legal and auditing requirements.
Intellectual Property. You agree that the Modzy Software, including but not limited to Models, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Modzy Software, contain proprietary information and material that is owned by Booz Allen and/or its partners and licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright law and patent laws. You agree that you will not use such proprietary information or materials in any way whatsoever except as part of your authorized use of the Modzy Software for personal, noncommercial uses in compliance with this Agreement. No portion of the Modzy Software or Models shall be reproduced in any form or by any means, except as expressly permitted by this Agreement. You agree not to modify, rent, loan, sell, or distribute the Modzy Software or Models in any manner, and you shall not exploit the Modzy Software or Models in any manner not expressly authorized.
International Trade Laws. In connection with their obligations under this Agreement, the Parties will comply with the export control, customs, sanction and embargo, and other applicable regulations of international trade (“International Trade Laws and Regulations”), including but not limited to the U.S. International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. Parts 120-130, the Export Administration Regulations (“EAR”), 15 C.F.R. Parts 730-771, and regulations issued by the Office of Foreign Assets Control (“OFAC”), 31 C.F.R. Parts 501-598, as applicable, and the International Trade Laws of the jurisdiction in which a Model was obtained or sent. You shall not export or re-export or otherwise use a Model, or the Modzy Software, except in compliance with International Trade Laws and Regulations. In particular, but without limitation, a Model may not be exported or re-exported (a) into any U.S.-embargoed countries or territories or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List or (c) to any end user or for any end use prohibited by Part 744 of the EAR, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons. By using the Modzy Software, you represent and warrant that you are not located in any country or territory subject to an OFAC embargo, nor are the directors, officers, employees or affiliates of any Users the subject of any OFAC blocking or sanctions measures or identified in any restricted party or debarment list maintained pursuant to the ITAR or EAR. Nothing in this Agreement will be construed as requiring a party to perform an activity that would cause a violation of International Trade Laws and Regulations.
Termination and Suspension of Services. If you fail, or Booz Allen suspects that you have failed, to comply with any of the provisions of this Agreement, Booz Allen may, without notice to you, terminate your license to the Modzy Software. In addition, Booz Allen may, at its sole discretion, with or without notice, terminate the Agreement, and/or your access to any Model or the Modzy Software itself for any or no reason if we feel that doing so is necessary to: comply with local, state, U.S. Federal, or international law; to preserve security and/or integrity of the Modzy Software or any Model; to ensure the rights of others are not infringed; or to preserve national or international security; or for a force majeure event that continues for ten (10) days. If we determine that you have been using our Modzy Software for illegal or potentially illegal purposes, we reserve the right to notify and cooperate with applicable law enforcement entities. Booz Allen further reserves the right to modify, suspend, or discontinue the Modzy Software (or any part or Model thereof) at any time with or without notice to you, and Booz Allen will not be liable to you or to any third party should it exercise such rights.
Disclaimer of Warranties. BOOZ ALLEN DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE MODZY SOFTWARE OR MODELS WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME BOOZ ALLEN MAY REMOVE THE MODZY SOFTWARE OR MODELS FOR INDEFINITE PERIODS OF TIME, REMOVE MODELS AT ANY TIME, OR OTHERWISE LIMIT OR DISABLE YOUR ACCESS TO THE MODZY SOFTWARE OR MODELS WITHOUT NOTICE TO YOU. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE MODZY SOFTWARE AND MODELS IS AT YOUR SOLE RISK. THE MODZY SOFTWARE AND ALL MODELS DELIVERED TO YOU THROUGH THE MODZY SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WHICH ARE EXPRESSLY DISCLAIMED.
BOOZ ALLEN DOES NOT REPRESENT OR WARRANT THAT THE MODZY SOFTWARE OR MODELS WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND YOU HEREBY RELEASE BOOZ ALLEN AND ITS PARTNERS FROM ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY MODEL ACCESSED THROUGH THE MODZY SOFTWARE.
Customer is hereby advised that by the nature of the technologies included in or used with the Product, the prediction accuracy of any models, algorithms, models, or other offerings in the MODZY SOFTWARE is not guaranteed. Use or reliance upon the outcomes or calculations provided by the MODZY SOFTWARE, or the models, algorithms, modules, or any other component is strictly at YOUR own risk. In no event shall Booz Allen, including its partners, suppliers, or providers have any liability to YOU whatsoever, whether implied or statutory, in YOUR use or reliance on any outcomes presented or otherwise calculated by the Product or any component, model, algorithm, or model included or otherwise used therewith.
Indemnity. BY USING THE MODZY SOFTWARE, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD BOOZ ALLEN, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, PARTNERS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE MODZY SOFTWARE, YOUR USE OF A MODEL, OR ANY ACTION TAKEN BY BOOZ ALLEN AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. YOU AGREE THAT YOU SHALL NOT SUE OR RECOVER ANY DAMAGES FROM BOOZ ALLEN, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, PARTNERS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR MODELS, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE MODZY SOFTWARE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF BOOZ ALLEN’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
Limitation of Liability. IN NO CASE SHALL BOOZ ALLEN, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PARTNERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE MODZY SOFTWARE, MODELS, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE MODZY SOFTWARE AND/OR MODELS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY MODELS, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MODEL POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE MODZY SOFTWARE OR A MODEL, EVEN IF ADVISED OF THEIR POSSIBILITY. IN NO EVENT SHALL BOOZ ALLEN’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
BOOZ ALLEN SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE MODZY SOFTWARE, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND YOU HEREBY RELEASE BOOZ ALLEN FROM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
Feedback. You are encouraged to provide to Booz Allen ideas, proposals, enhancement requests, suggestions or other materials related to a Model or the Modzy Software (“Feedback”) as an outcome of your use of the Modzy Software. You hereby assign to Booz Allen all right, title, and interest in any Feedback. You acknowledge that Booz Allen is under no obligation to release a final retail version, or if a retail version is released, to include any Feedback.
Compliance with Law. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Modzy Software and Models. Your use of the Modzy Software and Models may also be subject to other laws.
Governing Law. Modzy Software is maintained and operated by Booz Allen in the Commonwealth of Virginia, United States of America. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia. Each Party consents to the sole and exclusive jurisdiction of the state and federal courts of the Commonwealth of Virginia over themselves and the subject matter with respect to any actions for enforcement of or breach of this Agreement. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.
Trademarks. Booz Allen Hamilton, Modzy, other Booz Allen marks, partner trademarks, service marks, graphics, and logos used in connection with the Modzy Software are trademarks or registered trademarks of Booz Allen and its partners in the U.S. and other countries. You are granted no right or license with respect to any of the aforesaid marks. All other marks are the property of their respective owners.
Copyright Notice. If you believe that any content in the Modzy Software infringes a copyright claimed by you, please contact Booz Allen at Booz Allen Hamilton Legal Department, 8283 Greensboro Drive, McLean, Virginia 22102.
Force Majeure. Neither Party shall be responsible for any delay or failure in performance to the extent that such delay or failure is caused by fires, strikes, embargoes, explosion, earthquakes, floods, wars, labor disputes, government requirements, terrorist acts or activities, civil or military authorities, acts of God or by the public enemy, inability to secure raw materials or transportation facilities, acts or omissions of carriers or suppliers, or other causes beyond its reasonable control.
Assignment. Neither Party may assign this Agreement, voluntarily or by operation of law, without the prior written consent of the other Party, except that Booz Allen may, without notice or your consent, assign this Agreement to a present or future affiliate or in connection with a merger, consolidation, corporate reorganization, or sale of all or substantially all of Booz Allen’s business or assets or of the business or assets associated with the Modzy Software or Models. This Agreement shall be binding on permitted successors and assigns. Any purported assignment not in compliance with this section shall be void ab initio and of no force our effect.
Relationship of the Parties. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the Parties, and the Parties shall at all times be and remain independent contractors. Except as expressly agreed by the Parties in writing, neither Party shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other Party or to bind the other Party in any respect whatsoever.
Headings. The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.
Open Source Software. The Modzy Software and Models may be provided together with, or otherwise contain, certain open source software components (“Open Source Components”) under their respective open source license agreements (“Open Source Licenses”). You agree to the terms and conditions in each such Open Source License and agrees to comply with all such terms and conditions. With respect to each Open Source Component, to the extent there are any conflicts between any terms of this Agreement and any terms of the respective Open Source License, which the Open Source License does not permit, such conflicting terms of this Agreement will not apply. Any fees charged in connection with the Modzy Software and Models do not apply to any Open Source Components for which fees may not be charged under the applicable Open Source License. Where the terms of any specific Open Source License entitle You to the source code of the respective Open Source Component (if any), that source code may be made available from Booz Allen or a Model Licensor (as defined below) upon request (a nominal fee may be charged by Booz Allen or a Model Licensor for processing such request).
Other Provisions. Unless otherwise agreed to in a signed writing between you and Booz Allen, this Agreement constitutes the entire agreement between you and Booz Allen and governs your use of the Modzy Software and Models, superseding any prior agreements with respect to the same subject matter between you and Booz Allen. You also may be subject to additional terms and conditions that may apply when you use the Models. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Booz Allen’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Booz Allen will not be responsible for failures to fulfill any obligations due to causes beyond its control. Booz Allen reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on your use of the Modzy Software. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Modzy Software will be deemed acceptance thereof.