Terms of Use

Effective Date: August 29, 2018

These Terms of Use (“Terms”) govern your use of the Standard Cognition website, this application (the “App”), and any other website or online service that Standard Cognition, Corp. (“[Sc]”, “we” or “us”) operates and that links to these Terms (collectively, the “Services”).

Please review these Terms carefully before using the Services. We may change these Terms or modify any features of the Services at any time. The most current version of the Terms can be viewed by clicking on the “Terms of Use” link posted through the Services. You accept the Terms by using the Services, and you accept any changes to the Terms by continuing to use the Services after we post the changes.

1. The Services

Thank you for using our Services! We provide an autonomous checkout platform that is powered by machine vision, and works together with the existing systems of retailers (each, a “Retailer”) who have opted to connect with our platform. Basically, cameras in the store will track what items you grab off the shelf, and as you walk out, you are automatically charged to the payment method you provided through the App.

We are constantly working to improve our Services to give you a smoother experience. As a result, we cannot guarantee that there will be no errors in the Services. This includes possible mistakes during checkout, e.g., wrong or additional items being charged. Please let us know of any issues, and we will do our best to address your concerns.

If our platform cannot recognize an item being taken, an employee of the Retailer’s store may be notified to approach you to resolve the issue. Attempting to exit without having paid will also notify an employee. In the event that an item ends up being missed by the Services during checkout, it is important to let the Retailer know that you have not completed your purchase.

Please note that all items are being purchased from the Retailer that you are shopping with, not from [Sc], unless you are shopping in one of our own stores. The Retailer has sole discretion regarding pricing and availability of the products it offers. Any issues that you may have with shopping at the Retailer’s store, e.g., customer service or item returns, should be brought up with the Retailer. However, if you have an issue specifically with our Services, please bring those directly to us.

You may be shopping at a store that is testing our Services and will run a traditional cashier checkout system and our Services at the same time. In these stores, you will likely still be checking out with the Retailer’s traditional system, while our platform works in parallel. You will not be charged twice for your purchase, since our platform is simply being tested in that case.

2. Privacy

Your use of the Services means that you consent to being recorded by our cameras in the Retailer’s store(s). In addition, your use of the Services means that you understand that both [Sc] and the Retailer with whom you are shopping with will have access to any data that may be derived from your use of the Services. By using the Services, you consent to our processing your information consistent with our Privacy Policy.

3. Feedback

In connection with your use of the Services, you may notify us of problems you may have with the Services and ideas for enhancements that come to your attention (“Feedback”). You agree that [Sc] has the right to use such Feedback without any compensation to you, and you hereby assign [Sc] all rights, title, and interest in and to such Feedback, including without limitation all intellectual property and other proprietary rights. Your submission of Feedback is governed by our Privacy Policy. Without limiting the generality of the foregoing, we are free to use any Feedback for any purpose whatsoever including developing, manufacturing and marketing products.

4. Prohibited Conduct

You may not access or use, or attempt to access or use, the Services to take any action that could (i) harm us, the Retailer or any other third-party, (ii) interfere with the operation of the Services, or (iii) violate any laws. For example, and without limitation, you may not:

  • attempt to avoid being charged for any of the Retailer’s products through our Services, including by attempting to keep items hidden from view of our cameras, obstructing or damaging our cameras’ functionality, or in any way attempting to commit theft or shoplifting in a Retailer’s location;
  • attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Service;
  • take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;
  • engage in unauthorized spidering, “scraping,” or harvesting of content or personal information, or use any other unauthorized automated means to compile information;
  • use any device, software, or routine to interfere or attempt to interfere with the proper working of the Service or any activity conducted on the Service or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network; or
  • engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in our sole judgment, exposes us, the Retailer, or any of our users, affiliates, or any other third-party to any liability, damages, or detriment of any type.

Violations of system or network security, and applicable laws (including with respect to shoplifting), may result in civil or criminal liability. We may suspend or terminate your access to the Services for any or no reason at any time without notice. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms or applicable laws.

5. Proprietary Rights

The Services are protected under intellectual property and other proprietary rights laws of the United States and other countries. All intellectual property and other proprietary rights in the Services are owned by us or our third-party licensors to the full extent permitted under any applicable law. You may not publish, reproduce, distribute, display, perform, edit, adapt, modify, or otherwise exploit any part of the Services without our written consent.

Our trade names, trademarks and service marks include Standard Cognition, [Sc], and any associated logos. All trade names, trademarks, service marks and logos within the Services not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours or in any manner that is likely to cause confusion. Nothing contained within the Services should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

The App is licensed (not sold) to end users. We hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the App, including any material, products, programs or services included in the App (collectively, the “Content”), on a device that you own or control, solely for your own non-commercial use for as long as we permit you to use the App, and provided that you comply with these Terms and do not remove any copyright or other proprietary rights notices applicable to any Content that you download, display, print or otherwise use. With the exception of the foregoing limited authorization, no license to or right in any Content is granted or conferred to you.

6. Third-Party Content

The Services may contain links to third-party content. We do not control, endorse, sponsor, recommend, or otherwise accept responsibility for such content. Use of any linked third-party content is at the user's own risk.

A third-party payment processor is used by the Retailer (“Payment Processor”) to process the payments that you make in the Retailer’s location, including through the App. The processing of your payments will be subject to the terms, conditions and privacy policies of the applicable Payment Processor. Neither [Sc] nor the Retailer controls, and both [sc] and the Retailer expressly disclaim, any liability for the security, performance, or any errors or omissions of the Payment Processor.

7. Disclaimer

Your use of the Services is at your own risk. The Services are provided “as is” without warranties of any kind, either express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, or other violation of rights. Neither [Sc] nor the retailer warrants the adequacy, currency, accuracy, likely results, or completeness of the Services or any third-party sites linked to or from the Services, or that the functions provided will be uninterrupted, virus, or error-free. We expressly disclaim any liability for any errors or omissions in the content included in the Services or any third-party sites linked to or from the Services. some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

8. Limitation of Liability

In no event will we, the retailer, or any of our subsidiaries, affiliates, directors, officers, employees, agents, and assigns be liable for any direct or indirect, special, incidental, consequential or punitive damages, lost profits, or other damages whatsoever arising in connection with the use of the Services, any interruption in availability of the Services, delay in operation or transmission, computer virus, loss of data, or use, misuse, reliance, review, manipulation, or other utilization in any manner whatsoever of the Services or the data collected through the Services, even if one or more of them has been advised of the possibility of such damages or loss. Any claim arising out of or connected with the Services will be limited to the greater of one hundred dollars ($100) or the amount that you paid to access the Services.

9. Indemnification

You agree to indemnify, defend and hold us, the retailer, and each of our subsidiaries, affiliates, directors, officers, employees, agents and assigns harmless from and against any and all loss, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages and liabilities related to or associated with your use of the Services and any alleged violation by you of these Terms. We reserve the right to assume the exclusive defense of any claim for which We are entitled to indemnification under this section. In such event, you shall provide us with such cooperation as we reasonably request.

10. Choice of Law and Forum

The Services are intended for use by residents of the United States. We do not intentionally provide access to the Services to individuals located outside the United States. You agree that your access to and use of the Services will be governed by and will be construed in accordance with the law of the State of California without regard to principles of conflicts of laws. You agree that any claim or dispute against us arising out of or relating to the Services must be resolved by a federal district court located in California, unless agreed upon by all parties.

11. Termination

We may terminate or suspend your use of the Services at any time and without prior notice, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension, your right to use the Services will immediately cease, and we may, without liability to you or any third-party, immediately deactivate or delete your user name, password and account, and all associated information and materials, without any obligation to provide any further access to such information or materials.

12. Miscellaneous

These Terms constitute the entire agreement between you and us, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us. In the event any provision of these Terms is held unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your access to and use of the Services.

Our failure to enforce any provisions of these Terms or respond to a violation by any party does not waive our right to subsequently enforce any terms or conditions of the Terms or respond to any violations. Nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use.

Any controversy arising out of or relating to these Terms or the use of the Services may at the election of either party be settled exclusively and finally by arbitration. The arbitration shall be conducted in accordance with the commercial arbitration rules created by the American Arbitration Association. All submissions to arbitration shall be made within forty-five (45) days of the date upon which the controversy to be arbitrated arose. The arbitration shall be conducted before a sole arbitrator, and under no circumstance shall punitive damages be awarded in the arbitration. Any award rendered in such arbitration proceedings shall be final and binding on each of the parties, and judgment may be entered thereon in a court of competent jurisdiction. You agree that, by receiving or requesting the Services, you are hereby waiving the right to a trial by jury or to participate in a class action. YOU AGREE THAT YOU MAY BRING CLAIMS ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CASS OR REPRESENTATIVE PROCEEDING.

If you have a question or concern regarding the Services, you may contact us at support@standard.ai.

©2019 Standard Cognition
965 Mission St, Floor 7
San Francisco, CA 94103

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