// Terms of service

1. Agreement.

The following Terms of Service (the "Terms") constitute a binding agreement between you and Laude Research Institute PBC ("Laude," "we," "our," and "us"), regarding your use of Laude's websites (collectively, the "Websites") and the services that Laude provides through the Websites (the services and the Websites collectively, the "Services").

By accessing or using the Services in any manner, you agree to be bound by these Terms.

PLEASE NOTE THAT, EXCEPT AS PROVIDED BELOW, THESE TERMS REQUIRE RESOLUTION OF DISPUTES THROUGH USE OF AN ARBITRATION SERVICE. YOU HEREBY AGREE THAT ALL DISPUTES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES WILL BE RESOLVED IN ACCORDANCE WITH SECTION 21 BELOW.

2. Modification to Terms.

Laude reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice. The date of the last modification to the Terms will be posted at the beginning of these Terms. It is your responsibility to check from time to time for updates. By continuing to access or use the Services, you are indicating that you agree to be bound by any modified Terms.

3. Privacy.

Laude respects your privacy. To learn more about how we handle personal data, please see our Privacy Policy.

4. Our Services.

Laude offers its Services through multiple Websites, including the following Websites:

• KPrize.ai for online code competitions (each, a "Competition").
• Laude.org for grant applications (each, a "Grant Application") as well as an impact index for researchers (the "Impact Index")

5. Eligibility.

You may only use the Services if you are at least 18 years of age.

6. User Accounts.

You must create an account if you want to use certain Services, including participating in a Competition, submitting a Grant Application, or adding your information to the Impact Index.

You promise to provide us with accurate, complete, and updated registration information about yourself. You are responsible for maintaining the confidentiality of your account, and are fully responsible for any and all activities that occur under your account. You agree to immediately notify Laude of any unauthorized use of your account or any other breach of security. Laude will not be liable for any loss or damage arising from your failure to comply with this section.

If you would like us to terminate your account, you can do so by emailing Laude at support@laude.org.

7. Acceptable Use.

Laude hereby grants you permission to access and use the Services, provided such use is in compliance with these Terms, and you further specifically agree that your use will adhere to the following restrictions and obligations:

• You may only use the Services for your own personal, non-commercial use and in accordance with these Terms and any rules provided by Laude (including, but not limited to, the K-Prize Competition Rules). You may not transfer your access to others or allow others to access the Services through your own access.
• You may only use the Services for lawful activity. It is your responsibility to comply with all applicable local, state, and federal laws and regulations.
• You may not use the Services in any manner that Laude deems to be harmful, violent, fraudulent, deceptive, explicit, inappropriate, threatening, harassing, defamatory, obscene, or otherwise objectionable.
• You may not submit information or content to the Services that you do not have the right to submit. For example, you may not submit content through the Services that includes the likeness or intellectual property of another person or any confidential information you are obligated to uphold pursuant to contractual obligations or legal ethics standards, except to the extent you obtain prior express permission from that person or owner of confidential information (as applicable).
• You may not submit information or content to the Services that is not truthful.
• You may not copy any content encountered on the Services, in any form, except as expressly permitted.
• You may not bulk copy or "scrape" any portion of the Services content using a bot or other tool.
• You may not: (i) redistribute the Laude Content, (ii) publicly display the Laude Content, or (iii) use the Laude Content to train, fine-tune, or benchmark any machine-learning or artificial-intelligence system.
• You may not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services.
• You may not enter, store or transmit viruses, worms or other malicious code within, through, to or using the Services.
• You may not defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Services.
• You may not remove or obfuscate any product identification, copyright or other proprietary notice from any element of the Services or associated documentation.
• You will not access the Services for the purpose of building a similar or competitive product or service, or share with or assist any third party in doing so.

8. Content.

9. Third-Party Platforms.

Laude may provide you with access to third-party websites, platforms, and services (collectively, "Third-Party Platforms"). You hereby acknowledge that Laude does not control such Third-Party Platforms, and cannot be held responsible for their content, operation, or use. Your use of Third-Party Platforms is subject to their respective terms of service. Laude does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided through such Third-Party Platforms. Laude disclaims any and all responsibility or liability for any harm resulting from your use of such Third-Party Platforms, and you hereby irrevocably waive any claim against Laude with respect to the content or operation of any such Third-Party Platforms.

10. Feedback.

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services ("Feedback"). You agree that Laude has the right, but not the obligation, to use such Feedback without any obligation to provide you credit, royalty payment, or ownership interest in the changes to the Services.

11. Modification to Services.

Laude may modify the Services from time to time. Laude shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any other third party may incur as a result of changes to the Services.

12. Notices of Copyright Infringement.

Laude respects copyright law and expects our users to do the same. In accordance with the Digital Millennium Copyright Act ("DMCA") of 1998, the text of which may be found on the U.S. Copyright Office website at https://www.copyright.gov/legislation/dmca.pdf, Laude will respond to claims of copyright infringement committed using the Services that are reported to us, provided they meet the criteria below.

If you are a copyright owner, or a designated agent thereof, please report alleged copyright infringements taking place on or through the Services by providing us the following information (the "Notice"):

1. the identity of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by this Notice, a comprehensive list of the copyrighted works that you claim have been infringed;
2. the material that you claim is infringing, and information reasonably sufficient to permit us to locate the material, including at a minimum, the URL of the link shown on the Services where such material may be found;
3. your mailing address, telephone number, and, if available, email address;
4. a statement that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
5. a statement that the information in this Notice is accurate and, under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed; and
6. your full legal name and your electronic or physical signature.

You may deliver this notice, with all items completed, to us, as follows:

Upon receipt of the Notice as described above, Laude will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Services.

13. Termination.

Laude may immediately and without notice terminate these Terms and disable your access to the Services for any or no reason. You may terminate your account at any time through the Websites.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any limitations on our liability, any terms regarding ownership or intellectual property rights, indemnification, and terms regarding disputes between us.

14. Indemnification.

To the fullest extent allowed by applicable law, you agree to indemnify, defend, and hold Laude, its affiliates, officers, agents, and employees harmless from and against any and all third-party claims, and any resulting liabilities, damages, losses and expenses (including attorneys' fees) arising from or in any way related to (a) your use of the Services (including any actions taken by a third party using your account), (b) your violation of these Terms, and (c) any dispute between you and one or more other users.

15. Disclaimer of Warranties.

15.1 NO GUARANTEE OF GRANT. YOUR SUBMISSION OF A GRANT APPLICATION DOES NOT GUARANTEE THAT YOU WILL RECEIVE A GRANT.

15.2 GENERAL DISCLAIMER. YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES AND LAUDE CONTENT ARE PROVIDED "AS IS," AND LAUDE AND ITS AFFILIATES HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. LAUDE AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH THE SERVICES.

Because some states do not permit disclaimer of implied warranties, you may have additional rights under your local laws.

16. Limitation of Liability.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL LAUDE BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF $20, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION APPLY TO YOUR PARTICIPATION IN ANY COMPETITION, YOUR SUBMISSION OF A GRANT APPLICATION, AND YOUR USE OF THE IMPACT INDEX.

17. Notices.

Any notices or other communications permitted or required hereunder will be in writing and given by Laude (a) via email (in each case to the address that you provide) or (b) by posting to the Websites.

18. No Waiver.

The failure of Laude to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.

19. Assignment.

You may not assign or transfer these Terms, by operation of law or otherwise, without Laude's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Laude may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Unless a person or entity is explicitly identified as a third-party beneficiary to these Terms, these Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties.

20. Severability.

If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

21. Governing Law; Arbitration.

These Terms are governed by and will be construed under the laws of the state of California, without regard to the conflicts of laws provisions thereof. The arbitration shall be held in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The arbitration shall be held in the US county of your most recent physical address or, if there is no such US county, in San Francisco County, California. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing obligation to arbitrate disputes, you acknowledge that a breach of Sections 7 (Acceptable Use) and 8 (Content) will cause irreparable harm to Laude, for which damages will be difficult to ascertain, and therefore you hereby agree that Laude shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, without the necessity of proving actual damages or posting any bond. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in San Francisco County, California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND LAUDE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

22. Entire Agreement.

These Terms constitute the entire agreement between you and Laude regarding your use of the Services, and supersede all prior written or oral agreements.

23. Contact Us.

If you have any questions about the Services, please do not hesitate to contact us at support@laude.org.