KETOS PRISM Terms of Use

Terms of Use for [KETOS Inc] Dataset on Databricks Data Marketplace

Effective Date: September 20, 2024

1. Acceptance of Terms
   KETOS PRISMTM is a central repository platform of proprietary datasets related to public water reporting. Ketos, Inc. (“Ketos”) is making available to you (“You” or the “User”) a certain dataset, described below (the “Dataset”) on the Databricks Data Marketplace (the “Marketplace”).  By accessing or using the Dataset, you agree to be bound by these Terms of Use (the “Terms of Use” or “Agreement”). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates.  If you do not agree to these terms, you may not access or use the Dataset.

2. Free Trial License
   KETOS shall make the Dataset available to You on a free trial basis subject to the terms of this Agreement, the applicable Documentation, and any additional terms specified on the Marketplace through which You registered for an account.  You are solely responsible for your compliance with any terms relating to the Marketplace.

   KETOS grants the User a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Dataset solely for personal, academic, or non-commercial research purposes, subject to the terms and conditions set forth in this Agreement. Any other use, including but not limited to commercial use, reproduction, distribution, public display, or creation of derivative works, of the Dataset is strictly prohibited unless expressly licensed by KETOS in writing.

3. Ownership of the Dataset
   The Dataset is comprised of a certain set of data provided from various sources, including but not limited to the USEPA (United States EPA) and USGS (United States Geological Service), which has been processed, modified, and aggregated by KETOS using KETOS proprietary technology. Except for the licenses expressly set forth in the Terms of Use, KETOS retains at all times all rights, title, and interest, in and to the Dataset, including any modifications or enhancements and any and all related and underlying technology and documentation (including but not limited to products, software tools, algorithms, models, know-how, processes, methodologies, databases, and architecture) created by or for, or licensed to,  KETOS, and any updates, upgrades, improvements, modifications, or derivative works of the foregoing,  including, in each case, all related intellectual property rights inherent therein (“KETOS IP”).

4. Restrictions on Use
   The User agrees to the following restrictions on the license grant:
   (i) The Dataset may not be used for any commercial purpose, including but not limited to the sale, licensing, or commercialization of products or services derived from the Dataset, without the prior written consent of KETOS.
   (ii) The User may not distribute, sublicense, lease, sell, timeshare, or otherwise transfer the Dataset or any portion thereof to any third party.
   (iii)_The User may not create derivative works based on the Dataset, except solely for personal, academic, or non-commercial research purposes. Any such derivative works must acknowledge KETOS as the source of the original data.
   (iv) The User may not alter or remove any copyright notices, trademarks, or other proprietary designations associated with the Dataset.
   (v) The User may not (a) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Dataset, or the data contained therein; (b) modify, copy, decompile, disassemble, reverse engineer, or create derivative works based on the Dataset or any portion thereof; (c) access the Dataset for the purpose of building a competitive product or service or copying its features, functions, or user interface; (d) “frame” or “mirror” any portion of the Dataset; (e) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Dataset; or (f) probe, scan or test the vulnerability of the Dataset, or breach the security or authentication measures on the Dataset.
   (vi) User will not allow third parties to use any content, data, output, or other information received or derived from Dataset to directly or indirectly create, train, test, or otherwise improve any machine learning algorithms or artificial intelligence systems, including any architectures, models, or weights, for any commercial purposes.

5. User Representations and Warranties
   The User represents and warrants that User will
   (i) Properly attribute KETOS as the source of the Dataset in any publications, presentations, or other outputs that utilize the dataset;
   (ii) Use the Dataset in compliance with all applicable laws, regulations, and guidelines, including those governing data protection and privacy; and
   (iii) comply with any agreements and/or User terms in connection with the use of the Marketplace. Notwithstanding the foregoing, KETOS shall not be responsible nor liable for the User’s use of the Marketplace.

6. Disclaimer of Warranties
   KETOS DOES NOT REPRESENT THAT THE DATASET WILL BE ACCURATE, ERROR-FREE OR THAT THE DATASET WILL MEET USER REQUIREMENTS.  THE FREE TRIAL DATASET IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. KETOS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.  Any production use of the Free Trial License of the Dataset is at Your sole risk. You acknowledge that Ketos may discontinue making the Free Trial License available to You at any time in Ketos’ sole discretion.

7. Limitation of Liability
   IN NO EVENT SHALL KETOS HAVE ANY LIABILITY HEREUNDER TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, DATA OR USE, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF KETOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnification
   The User agrees to indemnify, defend, and hold harmless KETOS and its officers, directors, employees, agents, and affiliates from and against all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) (“Claims”) arising out of or in connection with (i)_the User’s use of the Dataset, (ii) breach of these Terms of Use, (iii) third party intellectual property infringement claims arising from or in connection with User’s use of the Dataset or the Databricks Marketplace; (iv) gross negligence or willful misconduct, or (v) User’s violation of laws.

9. Termination
   KETOS reserves the right to terminate or suspend the User’s access to the Dataset at any time, with or without cause, and without prior notice. Upon termination, the User must immediately cease all use of the Dataset and destroy any copies in their possession.

10. Governing Law and Jurisdiction
    This Agreement shall be governed by and construed in accordance with the laws of Delaware without regard to its conflict of law principles. Any disputes arising out of or in connection with the Agreement shall be subject to the exclusive jurisdiction of the federal or state courts of Delaware.

11. Modifications to Terms
    KETOS reserves the right to modify this Agreement at any time. Any changes will be effective immediately upon posting on the Marketplace. The User’s continued use of the Dataset after any such modifications constitutes acceptance of the new terms.

12. Miscellaneous
    You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Ketos’ prior written consent. If any provision of this Agreement is held to be invalid or uenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the User and KETOS  and supersedes all prior or contemporaneous understandings, proposals, or representations, written or oral, concerning its subject matter. The failure of KETOS to enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

13. Contact Information
    For any questions or concerns regarding these Terms of Use or the Dataset, please contact KETOS at info@app10799.cloudwayssites.com.