TERMS OF SERVICE

Last updated October 2019

These terms of service ("Terms of Service") apply to your use of OffWorld Gym, and any computer, hardware, software and/or related system or service (collectively, “OffWorld Gym Assets”), however access and whether accessed directly or indirectly, anywhere in the world, as well as any implementation of any kind of any of the OffWorld Gym Assets, and any and all data, results, inventions, discoveries, learning, recommendations and/or any other information of any kind provided by or through the OffWorld Gym Assets or resulting from your use of any of the OffWorld Gym Assets.

The terms "we", "us", "our" and "OffWorld" refer to Off-World, Inc., a Delaware corporation (doing business as Off-World AI , Inc. in California) and include its subsidiaries and affiliates. The term "you" refers to anyone visiting or using the OffWorld Gym Assets. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND OFFWORLD THAT APPLIES EACH TIME YOU ACCESS OR USE THE OFFWORLD GYM ASSETS. THEREFORE PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY VISITING OR USING THE OFFWORLD GYM ASSETS, YOU ENTER INTO A CONTRACT WITH OFFWORLD (THE"AGREEMENT") AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND OFFWORLDS PRIVACY POLICY. IF YOU DO NOT AGREE TO THE TERMS OF SERVICE AND PRIVACY POLICY, PLEASE DO NOT VISIT OR USE THE OFFWORLD GYM ASSETS. OFFWORLD MAY AT ANY TIME CHANGE THE TERMS OF SERVICE AND PRIVACY POLICY AND YOUR CONTINUED USE OF THE OFFWORLD GYM ASSETS IS CONDITIONED UPON YOUR ACCEPTANCE OF ANY SUCH UPDATES.

1. The OffWorld Gym Assets

The OffWorld Gym Assets allow you to interact with a physical robotic environment (and its simulated replica) by sending action requests and receiving telemetry in response. Open source Python library “offworld_gym” enables you to develop and test algorithms for robot control using OffWorld hardware, software and other assets. Resource management system accessible via OffWorld Gym Web interface at https://gym.offworld.ai allows you to monitor your experiments and manage your access to OffWorld Gym Assets.

While use of the OffWorld Gym Assets is free of charge, OffWorld reserves the right to introduce a fee for the use of the OffWorld Gym Assets in the future. If OffWorld decides to introduce such a fee, OffWorld shall inform you accordingly and allow you to either continue or terminate the Agreement.

2. Use of the OffWorld Gym Assets

As a condition of your use of the OffWorld Gym Assets, you warrant that: (i) you are at least 18 years of age; (ii) you possess the legal authority to create a binding legal obligation whether on behalf of yourself or third party or organization that you represent; (iii) you will use the OffWorld Gym Assets in accordance with these Terms of Service; (iv) you will only use the OffWorld Gym Assets for a legitimate and legal purpose on your own behalf; (v) you will inform any third party or other organization on behalf of whom you may be representing about these Terms of Service, including all rules and restrictions applicable to your use of the OffWorld Gym Assets on their behalf; and (vi) all information supplied by you on the OffWorld Gym Assets is true, accurate, current and complete.

In addition, you agree that you will comply with all applicable local, state and federal laws and rules in connection with your use and access of the OffWorld Gym Assets.

You further acknowledge that your access to and use of the OffWorld Gym Assets may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, repair or other actions that OffWorld, in its sole discretion, may elect to take.

We retain the right at our sole discretion to deny access to the OffWorld Gym Assets to anyone, at any time and for any reason, including, but not limited to, for violation of these Terms of Service.

3. Prohibited Activities

The content and information on the OffWorld Gym Assets (including, but not limited to, the "look and feel", text, graphics, images, logos, photographs and notices) are protected under United States and other applicable copyright, trademark and other laws. The contents of the OffWorld Gym Assets belong or are licensed to OffWorld. Subject to the final paragraph of this Section 3, OffWorld grants you the right to view and use the OffWorld Gym Assets solely subject to these Terms and Conditions and to applicable laws and regulations and OffWorld’s rights in the OffWorld Gym Assets. You agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, decompile, reverse engineer, create derivative works from, transfer, or sell or re-sell any information, software, products or services obtained from or through our OffWorld Gym Assets.

Additionally, you agree not to: (i) use the OffWorld Gym Assets or their contents for any commercial purpose; (ii) make any speculative, false or fraudulent order or any order in anticipation of demand; (iii) access, monitor or copy any content or information of the OffWorld Gym Assets using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (iv) violate the restrictions in any robot exclusion headers on the OffWorld Gym Assets or bypass or circumvent other measures employed to prevent or limit access to the OffWorld Gym Assets; (v) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; (vi) deep-link to any portion of the OffWorld Gym Assets for any purpose without our express written permission; and/or (vii) "frame", "mirror" or otherwise incorporate any part of the OffWorld Gym Assets into any other website or mobile application without our prior written authorization.

If you have conducted any fraudulent activity in connection with the OffWorld Gym Assets, OffWorld reserves the right to take any necessary legal action and you may be liable for monetary losses to OffWorld, including litigation costs and damages.

Notwithstanding the foregoing provisions of this Section 3:

  1. A source code of the library will be made open source at https://github.com/offworld-projects/offworld-gym. You may modify that open source library by fixing bugs, improving functionality and use all other benefits of open-source software.
  2. You may publish any User Results (as defined in Section 7 below) and you may include any User Results in any scientific publications, blog posts and reports.
  3. You may otherwise freely use any of the User Results, including without limitation, making derivative products that you may sell to any third party.

4. Privacy Policy

In connection with your use and/or access of the OffWorld Gym Assets, OffWorld may collect certain personally identifiable information . OffWorld will not sell any personally identifiable information provided by you to any third parties for any purpose. By providing your information, you may receive applicable e-mail communications from OffWorld. These emails may be to respond to specific inquiries or inform you of our products or services (including, without limitation, the OffWorld Gym Assets).

In addition to provisions contained in these Terms of Service regarding changes to these Terms of Service, we reserve the right to change this Section 5 at any time. Your continued use and/or access of the OffWorld Gym Assets following the posting of changes to these terms will mean you accept those changes.

For additional information regarding OffWorld’s compliance with GDPR, please see OffWorld’s GDPR Policy at www.offworld.ai.

5. Liability Disclaimer

OffWorld makes no representations about the suitability of the information, software, hardware, products, infrastructure and services that make up any part of the OffWorld Gym Assets. All such information, software, hardware, products, infrastructure and services are provided "as is" without warranty of any kind. OffWorld disclaims all warranties and conditions that the OffWorld Gym Assets, its servers or any email sent from OffWorld is free of viruses or other harmful components. OffWorld hereby disclaims all warranties and conditions with regard to this information, software, hardware, products, infrastructure and services, including all implied warranties and conditions of merchantability, fitness for a particular response, title and non-infringement. Further, OffWorld disclaims any and all other express or implied warranties not expressly given in these Terms and Conditions.

OffWorld is not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any third party or for any personal injuries, death, property damage, misuse of personal information, or other damages or expenses of any kind resulting therefrom that relate to your use of the OffWorld Gym Assets.

IN NO EVENT SHALL OFFWORLD BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS OR USE OF THE OFFWORLD GYM ASSETS OR WITH THE DELAY OR INABILITY TO ACCESS OR USE THE OFFWORLD GYM ASSETS, WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, CONSUMER PROTECTION STATUTES, OR OTHERWISE, AND EVEN IF OFFWORLD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF, DESPITE ANY OF THE LIMITATIONS RELATING TO OFFWORLD’S LIABILITY CONTAINED HEREIN, OFFWORLD IS FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IN ANY WAY CONNECTED WITH ANY OF THE OCCURRENCES DESCRIBED HEREIN, THEN THE LIABILITY OF OFFWORLD WILL IN NO EVENT EXCEED ONE-HUNDRED DOLLARS (US$100.00).THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF SERVICE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS OF SERVICE INURE TO THE BENEFIT OF OFFWORLD.

6. Indemnification

You agree to defend and indemnify OffWorld and any of its shareholders, affiliates, officers, directors, employees, representatives and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of: (i) your breach of these Terms of Service or the documents referenced herein; (ii) your violation of any law or the rights of a third party; or (iii) your use of the OffWorld Gym Assets.

7. Rights You Grant to Us

BY USING AND/OR ACCESSING THE OFFWORLD GYM ASSETS, YOU HEREBY AUTHORIZE OFFWORLD TO: (I) COMPILE, SAVE, MAKE A COPY, STORE AND/OR USE FOR ANY PURPOSE ANY DATA OR OTHER INFORMATION YOU INPUT, SHARE, UPLOAD OR OTHERWISE PROVIDE (COLLECTIVELY, “USER INFORMATION”); (II) COMPILE, SAVE, MAKE A COPY, STORE AND/OR USE FOR ANY PURPOSE ANY DATA, RESULTS, INVENTIONS, DISCOVERIES, LEARNING, RECOMMENDATIONS AND/OR ANY OTHER INFORMATION THAT RESULT FROM YOUR USE AND/OR ACCESS OF THE OFFWORLD GYM ASSETS (COLLECTIVELY, “USER RESULTS”), INCLUDING WITHOUT LIMITATION, TO IMPROVE THE FORM AND/OR FUNCTION OF THE OFFWORLD GYM ASSETS OR FOR ANY OTHER PURPOSE AS DETERMINED BY OFFWORLD IN ITS SOLE AND ABSOLUTE DISCRETION. YOU HEREBY GRANT TO OFFWORLD A FULLY-PAID, WORLDWIDE, FULLY-TRANSFERABLE, ENCUMBRANCE-FREE LICENSE TO USE, HAVE USED, TRANSFER, ASSIGN, INCORPORATE, MODIFY, IMPROVE AND/OR CHANGE IN ANY WAY ALL OF THE USER INFORMATION AND USER RESULTS.

8. Termination and Modifications to the OffWorld Gym Assets

OffWorld reserves the right, in its sole and absolute discretion, to modify, suspend or discontinue at any time, with or without notice, the OffWorld Gym Assets, including without limitation, your use and/or access of the OffWorld Gym Assets. OffWorld may modify this Agreement from time to time. Any and all changes to this Agreement will be made available electronically in connection with the OffWorld Gym Assets. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the OffWorld Gym Assets after those changes are posted.

9. Governing Law and Forum for Disputes

This Agreement, and your relationship with OffWorld under this Agreement, shall be governed by the laws of the State of California, USA, without regard to its conflict or choice of laws provisions. Any dispute with OffWorld, or its shareholders, officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the state courts of California, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case OffWorld may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, OffWorld is able to offer the OffWorld Gym Assets at the terms designated, without charge to you, and that your assent to this provision is an indispensable consideration to this Agreement.

You also acknowledge and understand that, with respect to any dispute with OffWorld, its shareholders, officers, directors, employees, agents or affiliates, arising out of or relating to your use of the OffWorld Gym Assets or this Agreement: (i) YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (ii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

10. Miscellaneous

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if OffWorld does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which OffWorld has the benefit of under any applicable law), this will not be taken to be a formal waiver of OffWorld’s rights and that those rights or remedies will still be available to OffWorld.

All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.

This Agreement represents the entire understanding and agreement between you and OffWorld regarding the subject matter of the same, and supersedes all other previous agreements.

© 2019 Off-World, Inc. All rights reserved.