Last Updated: August 22, 2024
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS OF USE BEFORE USING THIS SOFTWARE. BY INSTALLING OR USING THE SOFTWARE YOU ARE ACKOWLEDGING AND UNCONDITIONALLY AGREEING TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE IN THEIR ENTIRETY, DO NOT INSTALL OR USE THE SOFTWARE.
TRUEPIC RESERVES THE RIGHT TO CHANGE THESE TERMS OF USE OR ANY PART OF THE SOFTWARE OFFERING AT ANY TIME. ALTHOUGH TRUEPIC MAY INCLUDE A NOTICE ON TRUEPIC’S WEBSITE OR WITHIN THE SOFTWARE THAT THESE TERMS OF USE HAS BEEN MODIFIED, SUCH NOTICE MAY NOT REMAIN IN PLACE FOR ANY EXTENDED PERIOD OF TIME. ACCORDINGLY, YOU SHOULD REVIEW THE APPLICABLE TERMS OF USE, AS POSTED ON THE WEBSITE, FROM TIME TO TIME. YOUR CONTINUED USE OF THE SOFTWARE AFTER ANY REVISED TERMS OF USE HAVE BEEN POSTED CONSTITUTES YOUR ACCEPTANCE OF THE REVISED TERMS OF USE AND YOU SHALL BE BOUND TO THE REVISED TERMS OF USE AS THOUGH THEY WERE IN EFFECT AT THE TIME YOU ORIGINALLY INSTALLED OR USED THE SOFTWARE.
These Terms of Use set forth the terms and conditions applicable to your use of certain Truepic Tools, including but not limited to, Lens SDK, CLI, libc2pa, Truepic Certificate Authority, Truepic Timestamping Authority (the “Software“).
Truepic, Inc. (“Truepic”, “we”, “our”) develops, creates, owns and licenses secure content transparency tools to provide authentic information about the origin and history of content for the tech ecosystem, including the Software.
As used in these Terms of Use, “you”, “your” and “User” includes you, any individuals or entities on whose behalf you use or access the Software, and anyone you authorize to use or access the Software on your behalf. By accepting these Terms of Use, you warrant that you are authorized to accept these Terms of Use on behalf of your employer.
Truepic hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Service and any application, content, software or documentation included therewith solely for purposes of evaluating the Software as permitted herein. You may only use the Software in accordance with these Terms of Use and solely for its intended purpose. Absent a definitive services or license agreement between you and Truepic, you agree that you will not use the Software outside of your own internal test environment or software and will not use such Software to process information or images which may be associated with actual persons or contain personally identifiable information of actual persons.
All rights not expressly granted to you by these Terms of Use are hereby reserved by Truepic. As between Truepic and you, Truepic is the sole owner of the Software and all content of the Software, including, without limitation, all applicable patents, trademarks, copyrights, trade secrets, trade names, logos, and other intellectual property rights thereto, as well as text, images, graphics, logos, typefaces, icons, audio, video and software and other material appearing on the Software or developed by Truepic in connection with the Software, including the underlying software code and algorithms (individually and collectively, “Truepic Proprietary Material”).
Except as otherwise provided in these Terms of Use, you may not use, publish, reproduce, display, distribute, copy, frame, mirror, post, upload, download, transmit or modify the Truepic Proprietary Material or any portion thereof, for any purpose. You may download, print and store selected portions of the Truepic Proprietary Material, provided you (1) only use these copies consistent with and exclusively in furtherance of the Software, (2) do not copy or post Truepic Proprietary Material on any network computer or broadcast the Truepic Proprietary Material in any media, and (3) do not modify or alter the Truepic Proprietary Material in any way, or delete or change any copyright or trademark notice. Modification of the materials appearing on the Software or use of such materials for any other purpose is a violation of Truepic’s copyright and other proprietary rights.
You may not rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Software or any portion thereof. You may not access the Software in order to build a competitive product or Software. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Software or any portion thereof. You may not interfere with or disrupt the integrity or performance of the Software or third-party data contained therein or attempt to gain unauthorized access to the Software or their related systems or networks. You may not take any action that imposes an unreasonable or disproportionately large burden on the Software, as determined by Truepic in its sole discretion.
You understand that the Software is constantly evolving. As a result, Truepic may require you to accept updates to software that you have installed on your computer as a condition of continued use of such Software.
You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Software. You shall be responsible, at your own expense, for obtaining and maintaining any equipment and ancillary software needed to connect to, access or otherwise use the Software, including without limitation, hardware, software, networking, and the like.
Unless earlier terminated by you or Truepic, your license to use the Software will automatically terminate after twelve (12) months. In addition, Truepic reserves the right to suspend or terminate your access to the Software in its sole discretion with or without cause and with or without notice.
In the event of any termination, whether by you or us, you shall immediately discontinue all use of the Software and, further, Sections 2, 3, 6 – 13 of these Terms of Use will continue in full force and effect. You agree that Truepic shall not be liable to you for any suspension, discontinuance, termination, change or modification of your use of or access to the Software.
For information on how Truepic uses and protects your personal information you may provide on the Software (if any), please read the Truepic Privacy Policy, http://truepic.com/privacy-policy. The Privacy Policy is incorporated into these Terms of Use and explains Truepic’s privacy practices. By using the Software, you agree to the terms of the Privacy Policy.
In using or accessing the Software, you agree, without limitation:
You agree that submission of any ideas, suggestions, documents, and/or proposals to Truepic through any suggestion, feedback, wiki, forum or similar pages or otherwise (“Feedback”) is at your own risk and that Truepic has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Truepic a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance Software.
TRUEPIC DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES TRUEPIC MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE. THE SOFTWARE IS PROVIDED “AS IS” AND TRUEPIC MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE. TRUEPIC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
TRUEPIC SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING PUNITIVE DAMAGES AND LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF USE, (I) TRUEPIC’S LIABILITY WITH RESPECT TO ANY INCIDENT OR SERIES OF RELATED INCIDENTS IN CONNECTION WITH OR RELATING TO THESE TERMS OF USE (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL IN NO EVENT EXCEED $100.00, AND (II) TRUEPIC’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH OR RELATING TO THESE TERMS OF USE (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL LIKEWISE IN NO EVENT EXCEED $100.00. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
FURTHER, NEITHER TRUEPIC NOR ANY OF ITS AFFILIATES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES, COSTS OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SOFTWARE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THESE TERMS OF USE OR YOUR USE OF OR ACCESS TO THE SOFTWARE, (II) TRUEPIC’S DISCONTINUATION OF ANY OR ALL ACCESS TO THE SOFTWARE, OR (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE ACCESS TO THE SOFTWARE FOR ANY REASON WHATSOEVER, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SOFTWARE; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU TO ANY THIRD PARTIES IN CONNECTION WITH THESE TERMS OF USE OR YOUR USE OF OR ACCESS TO THE SOFTWARE; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS, DENIAL OF ACCESS, OR FAILURE TO MAINTAIN OR STORE ANY OF YOUR DATA.
YOU ACKNOWLEDGE THAT TRUEPIC WOULD NOT HAVE ENTERED INTO THESE TERMS OF USE WITH YOU OR OFFERED THE SOFTWARE TO YOU WITHOUT THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF BOTH LIABILITY AND DAMAGES SET FORTH IN THESE TERMS OF USE.
You agree to defend, indemnify and hold Truepic, and its affiliates, employees and third party contractors, harmless from and against any and all claims, actions or proceedings of any kind and from any and all damages, judgments, losses, liabilities, costs and expenses, including reasonable attorney’s fees and expenses (including any incurred in enforcement of this provision), relating to or arising out of your breach or alleged breach of these Terms of Use, your violation of applicable laws, or your violation of any rights of another person or entity, including any claim that your use of the Software has infringed or misappropriated any intellectual property or privacy rights of any third party.
If any provision of these Terms of Use shall be found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
No failure on the part of Truepic to enforce any part of these Terms of Use shall constitute a waiver of any of Truepic’s rights under these Terms of Use whether for past or future actions by any person.
These Terms of Use, including, but not limited to, their validity, interpretation, construction, performance and enforcement, shall be construed in accordance with and governed by the laws of the State of California (without giving effect to its conflicts of law principles). Any party bringing a legal action or proceeding against the other arising out of or relating to these Terms of Use or the transactions it contemplates shall bring the legal action or proceeding in federal or state courts located in San Diego County, California. Each party consents to the exclusive jurisdiction of said courts for the purpose of all legal actions and proceedings arising out of or relating to these Terms of Use or the transactions they contemplate. Each party agrees that the exclusive choice of forum set forth in this Section does not prohibit the enforcement of any judgment obtain in that forum or any other appropriate forum. Each party waives, to the fullest extent permitted by law, any objection which it may now or later have to the venue agreed upon herein, and any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS OF USE.
Export Compliance. The Software, other technology Truepic makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use the Software in a U.S.- embargoed country or in violation of any U.S. export law or regulation.
Relationship of the Parties. The parties are independent contractors. These Terms of Use do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms of Use.
Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign these Terms of Use in their entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Entire Agreement. These Terms of Use, including all applicable Privacy Policies, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.