Terms of Use - Non-Commercial

Description

The data are organized in datasets (the “Datasets”) listed at www.deepen.ai/exchange (the “Website”). The Datasets are collections of data, managed by Deepen AI and provided in machine-readable formats. The labels are provided in the copyrighted and licensable Deepen annotation JSON format Deepen AI provides any individual or entity (hereinafter “You” or “Your”) with access to the Datasets free of charge subject to the terms of this agreement (hereinafter “Dataset Terms”). Use of any data derived from the Datasets, which may appear in any format such as tables and charts, is also subject to these Dataset Terms.

‍Licenses
Unless specifically labeled otherwise, these Datasets are provided to You under a Creative Commons Attribution-NonCommercial-ShareAlike 4.0 International Public License (“CCBY-NC-SA 4.0”), with the additional terms included herein. The CC BY-NC-SA 4.0 may be accessed at https://creativecommons.org/licenses/by-nc-sa/4.0/legalcode. When you download or use the Datasets from the Website or elsewhere, You are agreeing to comply with the terms of CC BY-NC-SA 4.0, and also agreeing to the DatasetTerms. Where these Dataset Terms conflict with the terms of CC BY-NC-SA 4.0,these Dataset Terms shall prevail.

Exceptions for somethird-party data
Some datasets and indicators are provided by third parties and may not be redistributed or reused without the consent of the original data provider, or may be subject to terms and conditions that are different from those described above. Where applicable, these conditions are included in the dataset or indicator metadata.

‍Privacy
Deepen AI will take reasonable care to remove or scrub personally identifiable information (PII) including, but not limited to, faces of people and license plates of vehicles.Furthermore, Deepen AI prohibits You from using the Datasets in any manner to identify or invade the privacy of any person even when such use is otherwise legal. If You have any privacy concerns, including to remove your name or otherPII from the Dataset, please contact us by sending an e-mail to info@deepen.ai

No endorsement
You may not publiclyrepresent or imply that Deepen AI is participating in, or has sponsored,approved, or endorsed the manner or purpose of Your use or reproduction of the Datasets without prior written consent from Deepen AI. Deepen AI may prosecute,to the fullest extent of the law, any use of Datasets in a manner thatfalsifies, misrepresents, disparages, or fraudulently uses the Datasets.

No association
You may not use thename, any trade-mark, official mark, official emblem, or logo of Deepen AI, or any of its other means of promotion or publicity, without Deepen AI's prior written consent nor in any event to represent or imply an association or affiliation with Deepen AI.

Termination
Deepen AI may terminate Your access to all or any part of the Datasets or the Website at any time, with or without cause, with or without notice, effective immediately. If You wish to terminate Your account on the website, You may notify Deepen AI at info@deepen.ai All provisions of the Dataset Terms which by their nature should survive termination shall survivetermination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

‍Warranties
The Datasets and Website (including, without limitation, all content and modifications oforiginal datasets posted on the website) are provided “as is” and “as available” and without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement,merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. Without limiting the foregoing, Deepen AI does not warrant that: (a) The content or modifications to the dataset are timely,accurate, complete, reliable or correct in their posted forms at the website;(b) The website will be secure; (c) The website will be available at any particular time or location; (d) Any defects or errors will be corrected; (e)The website, content or any modifications are free of viruses or other harmful components; or (f) The results of using the website will meet your requirements. your use of the website, the datasets, and any content is solely at your own risk.

Limitation of liability
In no event shallDeepen AI and its affiliates, or their directors, employees, agents, partners,or suppliers, be liable under contract, tort, strict liability, negligence orany other legal theory with respect to the website, the datasets, or anycontent or user submissions (i) For any direct damages, or (ii) For any lostprofits or special, indirect, incidental, punitive, or consequential damages ofany kind whatsoever. 

Indemnification
You will indemnify and hold Deepen AI harmless from and against any and all loss, cost, expense,liability, or damage, including, without limitation, all reasonable attorneys’ fees and court costs, arising from (i) Your use or misuse of the Website or the Datasets; (ii) Your access to the Website; (iii) Your violation of the Dataset Terms; or (iv) infringement by You, or any third party using Your account, of any intellectual property or other right of any person or entity, including but not limited to infringements upon any and all representations made by You inthis Agreement. Such losses, costs, expenses, damages, or liabilities shall include, without limitation, all actual, general, special, and consequential damages.

Dispute Resolution
You and Deepen AI agree that any cause of action arising out of or related to the Datasets must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.These Terms of Use shall be governed by and interpreted in accordance with the laws of California(excluding the conflict of laws rules thereof). All disputes under these Dataset Terms will be resolved in the applicable state or federal courts of California. You consent to the jurisdiction of such courts and waive any jurisdictional or venue defenses otherwise available.

Integration and severability
This Agreement is the entire agreement between You and Deepen AI with respect to the Datasets and useof the Website and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between You and Deepen AI with respect to the Website (but excluding the use of any third-party software,widgets, and applications that may be subject to a separate end-user license agreement). If any provision of the Dataset Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Dataset Terms will otherwise remain in full force and effect and enforceable.

Miscellaneous
Deepen AI may assign,transfer or delegate any of its rights and obligations hereunder withoutcnsent. No agency, partnership, joint venture, or employment relationship iscreated as a result of the Dataset Terms and neither party has any authority ofany kind to bind the other in any respect outside the specified terms of this Agreement. In any action or proceeding to enforce rights under the DatasetTerms, the prevailing party will be entitled to recover costs and attorneys’fees.These Dataset Terms maybe amended by Deepen AI from time to at our sole discretion. Please periodically review the controlling version of these Dataset Terms. By continuing to use the Datasets subsequent to Deepen AI making available anamende version of these Dataset Terms, You acknowledge, agree and consent to such amendment.You agree that it is solely Your responsibility to comply with all applicable laws with regard toYou use or publication of the Datasets, including any applicable privacy, data protection, security, and export laws. You agree to take reasonable steps to assist Deepen AI in fulfilling responsibilities to comply with applicable law swith regard to use or publication of Datasets.

DATA PROTECTION ADDENDUM

‍This Data Protection Addendum ("Addendum"), dated 10th July 2023, and effective as of the Addendum Effect Date (as defined below), forms part of the Terms of Service ("Terms") between (i) Deepen AI (Arcsine Software Private Limited) and (ii) Client/Customer each being a “Party” and together the “Parties”.

The Parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Terms and references in this Addendum to the Terms are to the Terms as amended by, and including, this Addendum.

1. Definitions
1.1 In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

‍"Addendum Effective Date" has the meaning given to it in section 2;

‍"Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with either Client or Arcsine Software Private Limited (as the context allows), where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;

‍"Client Personal Data" means any Personal Data Processed by Arcsine Software Private Limited (i) on behalf of Client (including for the sake of clarity, any Client Affiliate), or (ii) otherwise Processed by Arcsine Software Private Limited, in each case pursuant to or in connection with instructions given by Client in writing, consistent with the Terms;

‍"Controller to Processor s" means the Standard Contractual Clauses (processors) for the purposes of Article 26(2) of Directive 95/46/EC set out in Decision 2010/87/EC as the same are revised or updated from time to time by the European Commission;

‍"Data Protection Laws" means (i) Directive 95/46/EC and, from May 25, 2018, Regulation (EU) 2016/679 ("GDPR") together with applicable legislation implementing or supplementing the same or otherwise relating to the processing of Personal Data of natural persons, and (ii) to the extent not included in sub-clause (i), the Data Protection Act 1998 of the United Kingdom, as amended from time to time, and including any substantially similar legislation that replaces the DPA 1998;

‍"Privacy Shield" means the EU-US Privacy Shield Framework; and

‍"Services" means the services to be supplied by Arcsine Software Private Limited to Client or Client Affiliates pursuant to the Terms.

‍1.2 The terms "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Process", "Processor" and “Supervisory Authority” have the same meanings as described in applicable Data Protection Laws, and cognate terms shall be construed accordingly.

‍1.3 Capitalized terms not otherwise defined in this Addendum shall have the meanings ascribed to them in the Terms.

2. Formation of this Addendum

This Addendum is deemed agreed by the Parties and comes into effect on the “Addendum Effective Date”, being later than (i) the date that this Addendum is accepted by Client; and (ii) Arcsine Software Private Limited.

3. Roles of the Parties

The Parties acknowledge and agree that with regard to the Processing of Client Personal Data, and as more fully described in Annex 1 hereto, Client acts as a Controller and Arcsine Software Private Limited acts as a Processor (as defined in section 5.2.4 below).The Parties expressly agree that Client shall be solely responsible for ensuring timely communications to Client’s Affiliates or the relevant Controller(s) who receive the Services, insofar as such communications may be required or useful in light of applicable Data Protection Laws to enable Client’s Affiliates or the relevant Controller(s) to comply with such Laws.

4. Description of Personal Data Processing

In Annex 1 to this Addendum, the Parties have mutually set out their understanding of the details of the Processing of the Client Personal Data to be Processed by Arcsine Software Private Limited pursuant to this Addendum, as required by Article 28(3) of the GDPR. Either Party may make reasonable amendments to Annex 1 by written notice to the other Party and as reasonably necessary to meet those requirements. Annex 1 does not create any obligation or rights for any Party.

5. Data Processing Terms

5.1 Client shall comply with all applicable Data Protection Laws in connection with the performance of this Addendum. As between the Parties, Client shall be solely responsible for compliance with applicable Data Protection Laws regarding the collection of and transfer to Arcsine Software Private Limited of Client Personal Data. Client agrees not to provide Arcsine Software Private Limited with any data concerning a natural person’s health, religion, or any special categories of data as defined in Article 9 of the GDPR.

‍5.2 Arcsine Software Private Limited shall comply with all applicable Data Protection Laws in the Processing of Client Personal Data and Arcsine Software Private Limited shall:

‍5.2.1 Process the Client Personal Data relating to the categories of Data Subjects for the purposes of the Terms and for the specific purposes in each case as set out in Annex 1 to this Addendum and otherwise solely on the documented instructions of Client, for the purposes of providing the Services and as otherwise necessary to perform its obligations under the Terms including with regard to transfers of Client Personal Data to a third country outside to an international organization; Arcsine Software Private Limited shall immediately inform Client if, in Arcsine Software Private Limited’s opinion, an instruction infringes applicable Data Protection Laws;

‍5.2.2 Ensure that persons authorized to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

‍5.2.3 Implement and maintain the technical and organizational measures set out in the Terms and, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement any further appropriate technical and organizational measures necessary to ensure a level of security appropriate to the risk of the Processing of Client Personal Data as per following:
(a) pseudonymization and encryption of Client Personal Data;
(b) ensuring ongoing confidentiality, integrity, availability, and resilience of processing systems and services that process Client Personal Data;
(c) restoring availability and access to Client Personal Data in a timely manner in the event of a physical or technical incident; and
(d) regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of the Client's Personal Data.

Any amendment to such agreed measures that is necessitated by Client shall be dealt with via an agreed change control process between Arcsine Software Private Limited and Client;

‍5.2.4 Client (on behalf of the relevant Controller(s), as applicable), hereby expressly and specifically authorizes Arcsine Software Private Limited to engage another Processor to Process the Client Personal Data ("Other Processor"), and specifically the Other Processors listed in Annex 2 hereto, subject to Arcsine Software Private Limited's:
(a)notifying Client of any intended changes to its use of Other Processors listed in Annex 2 by emailing notice of the intended change to Client;
(b)including data protection obligations in its contract with each Other Processor that is materially the same as those set out in this Addendum; and
(c) remaining liable to the Client for any failure by each Other Processor to fulfill its obligations in relation to the Processing of the Client's Personal Data.

In relation to any notice received under section 5.2.4 a., the Client shall have a period of 30 (thirty) days from the date of the notice to inform Arcsine Software Private Limited in writing of any reasonable objection to the use of that Other Processor. The parties will then, for a period of no more than 30 (thirty) days from the date of the Client's objection, work together in good faith to attempt to find a commercially reasonable solution for the Client which avoids the use of the objected-to Other Processor. Where no such solution can be found, either Party may (notwithstanding anything to the contrary in the Terms) terminate the relevant Services immediately on written notice to the other Party, without damages, penalty, or indemnification whatsoever;

‍5.2.5 To the extent legally permissible, promptly notify Client of any communication from a Data Subject regarding the Processing of Client Personal Data, or any other communication (including from a Supervisory Authority) relating to any obligation under the applicable Data Protection Laws in respect of the Client Personal Data and, taking into account the nature of the Processing, assist Client (or the relevant Controller) by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Client’s, Client’s Affiliates’ or the relevant Controller(s)’ obligation to respond to requests for exercising the data subject's rights laid down in Chapter III GDPR; Client agrees to pay Arcsine Software Private Limited for time and for out of pocket expenses incurred by Arcsine Software Private Limited in connection with the performance of its obligations under this Section 5.2.5;

‍5.2.6 Upon Arcsine Software Private Limited’s becoming aware of a Personal Data Breach involving Client Personal Data, notify Client without undue delay, of any Personal Data Breach involving Client Personal Data, such notice to include all information reasonably required by Client (or the relevant Controller) to comply with its obligations under the applicable Data Protection Laws;

‍5.2.7 To the extent required by the applicable Data Protection Laws, provide reasonable assistance to Client, Client’s Affiliates’ or the relevant Controller(s)’ with its obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the Processing and information available to Arcsine Software Private Limited; Client agrees to pay Arcsine Software Private Limited for time and for out of pocket expenses incurred by Arcsine Software Private Limited in connection with any assistance provided in connection with Articles 35 and 36 of the GDPR;

‍5.2.8 Cease Processing the Client Personal Data upon the termination or expiry of the Terms, and at the option of Client, Client’s Affiliates or the relevant Controller(s) either return or delete (including by ensuring such data is in non-readable format) all copies of the Client Personal Data Processed by Arcsine Software Private Limited, unless (and solely to the extent and for such period as) Country law requires the storage of the Personal Data. Notwithstanding the foregoing or anything to the contrary contained herein, Arcsine Software Private Limited may retain Personal Data and shall have no obligation to return Personal Data to the extent required by applicable laws or regulations obligations. Any such Personal Data retained shall remain subject to the obligations of confidentiality set forth in the Terms, and

‍5.2.9 Make available to Client all information necessary to demonstrate compliance with this Addendum and allow for and contribute to audits, including inspections, by Client, or an auditor mandated by Client. For the purposes of demonstrating compliance with this Addendum under section 5.2.9, the Parties agree that once per year during the term of the Terms, Arcsine Software Private Limited will provide to Client, on reasonable notice, responses to cybersecurity and other assessments. Client agrees to pay Arcsine Software Private Limited for time and for out-of-pocket expenses incurred by Arcsine Software Private Limited in connection with assistance provided in connection with such audits, responses to cybersecurity, and other assessments.

6. Transfers

Arcsine Software Private Limited is certified by Information Security Management as per ISO 27001:2013. Arcsine Software Private Limited shall notify Client in writing without undue delay if it can no longer comply with its obligations under the Privacy compliance, and, in such a case, Arcsine Software Private Limited will have the option of (i) promptly taking reasonable steps to remediate any non-compliance with applicable obligations under this Addendum, or (ii) engaging in a good faith dialogue with Client to determine a new data transfer mechanism to carry out the purposes of the Terms. Arcsine Software Private Limited acts as a Processor with respect to Personal Data received pursuant to a data transfer.

In the event the Privacy Compliance is invalidated, Client and each Client Affiliate (on behalf of the relevant Controller(s), as the case may be), if applicable (as "data exporter") and Arcsine Software Private Limited (as "data importer"), with effect from the commencement of the relevant transfer, shall enter into the Controller to Processor SCCs (mutatis mutandis, as the case may be) in respect of any transfer (or onward transfer) from Client or Client Affiliate to Arcsine Software Private Limited, where such transfer would otherwise be prohibited by applicable Data Protection Laws or by the terms of data transfer agreements put in place to address applicable Data Protection Laws. Appendix 1 to the Controller to Processor SCCs shall be deemed to be prepopulated with the relevant sections of Annex 1 to this Addendum and the processing operations are deemed to be those described in the Terms. Appendix 2 to the Controller to Processor SCCs shall be deemed to be prepopulated with the following "Taking into account state of the art, the costs of implementation and the nature, scope, context, and purposes of processing as well as the risk of the varying likelihood for the rights and freedoms of natural persons, Arcsine Software Private Limited shall implement appropriate technical and organizational measures as set forth in the Addendum."

‍7. Precedence
‍
‍The provisions of this Addendum are supplemental to the provisions of the Terms. In the event of any inconsistency between the provisions of this Addendum and the provisions of the Terms, the provisions of this Addendum shall prevail.

8. Indemnity

‍To the extent permissible by law, Client shall indemnify and hold harmless Arcsine Software Private Limited against all (i) losses, (ii) third-party claims, (iii) administrative fines, and (iv) costs and expenses (including without limitation, reasonable legal, investigatory and consultancy fees and expenses) reasonably incurred in relation to (i), (ii) or iii), suffered by Arcsine Software Private Limited and that arise from any breach by Client of this Addendum or of its obligations under applicable Data Protection Laws.

9. Severability

‍The Parties agree that, if any section or sub-section of this Addendum is held by any court or competent authority to be unlawful or unenforceable, it shall not invalidate or render unenforceable any other section of this Addendum.

10. Others

‍The organization ensures that the contract to process PII addresses the organization’s role in providing assistance with the customer's obligations.

The Agreement considers the following and follows

a. Privacy by Design and default
b. Achieving Security of Processing
c. Notification of breaches involving PII to a Supervisory authority
d. Notification of breaches involving PII to Customers and PII Principals,
e. Conducting Privacy Impact Assessment
f. Assurance of Assistance by the PII Processors if prior consultations with relevant PII Protection authorities are needed.
g. Arcsine Software Private Limited shall inform the customer if, in its opinion, a processing instruction infringes applicable legislation or regulation.
h. The organization does not use PII processed under a contract for the purposes of Marketing and Advertising
i. Coordinate with Clients to help Audit the systems. The organization provides the customer with the appropriate information so that it can demonstrate compliance with its obligations
j. Arcsine Software Private Limited shall use GCS and PIPL as subprocessors with Security and Privacy requirements full filled.
k. The organization shall comply with all statutory and regulatory requirements, ISO 27001:2013, ISO 27701:2019, and EU GDPR requirements.
l. The Data shall be deleted or de-identified after the processing is complete (This is after the retention period selected is complete).
m. Arcsine Software Private Limited shall inform 24 hours in advance to clients in case of any legally binding requests for disclosure of PII.
n. For Access, Correction, and/or Erasure of the PII of Data subjects can be done by contacting the Data Protection Officer (DPO) below. Also, raising concerns and/or any complaints related to PII that can be done by contacting the Data Protection Officer below:
Name: Anil Muthineni
Email ID: dpo@deepen.ai

‍Annex 1: Description of Processing of Client Personal Data

‍This Annex includes certain details of the Processing of Client Personal Data as required by Article 28(3) GDPR and, as applicable, Controller to Processor SCC.

‍Subject matter and duration of the Processing of the Personal Data
‍The subject matter and duration of the Processing of the Client's Personal Data are set out in Section 2 of the Terms.

‍The Nature and Purpose of the Processing of Personal Data
‍Due diligence and Background Verification of Organizations and Individuals.

‍The categories of Data Subject to whom the Client's Personal Data relates
- Employees and Contractors of Clients.

‍The types of Client Personal Data to be Processed
‍Name, Address, Date of Birth, Age, Education, Email, Gender, Image, Job, Language, Phone, Related person, Related URL, User ID, and Username

‍Special categories of data
‍None

‍The obligations and rights of the Client
‍The obligations and rights of the Client are set out in the Terms and this Addendum.

‍Data exporter (as applicable)
‍The data exporter is: Client of Arcsine Software Private Limited that uses the Services

‍Data importer (as applicable)
‍The data importer is: PIPL, a company that provides services to the client, which requires receiving the Client’s query data

‍Processing operations (as applicable)
‍The personal data transferred will be subject to the following basic processing activities: The provision of Arcsine Software Private Limited Limited to Client for Due Dillegence and Background Verification as per Client requirements.

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Annex 2: Authorized Other Processors