These Terms of Service (these “Terms”) form a contract between you and Flash Fire Inspector, LLC (the “Company”) for use of any software, platform, services, or any other offerings made on the website www.flashegress.com or a successor site wholly owned and operated by Company (the “Services”). By signing up to use our Services, you agree to be bound by these Terms. You represent to us that you are lawfully able to enter into contracts and, if you are entering into these Terms for an entity, that you have legal authority to bind that entity.
These Terms also refer to and incorporate the Company’s Privacy Policy, and any other guidelines or policies we may provide in writing (the “Company Policies”) and any ordering document signed by you and Company or Company webpage that you use to purchase the Services (an “Order Form”) (collectively, the “Agreement”).
- Services
1.1 Use of Services. We grant you a non-exclusive right to access and use the Services during the Term (as defined below). As a condition of using the Services, you grant us the right to intake and run Services on Input (as defined below) you upload to Company. You expressly acknowledge and agree that the Services incorporate material provided from third-party licensors or providers, including material generated by artificial intelligence engines (“AI Content”).
1.2 Responsibility for Your Account. In order to purchase Services, you must provide certain requested information and/or establish an account. You will provide accurate and up-to-date information regarding yourself and/or your account . You are responsible for all activities that occur using your information and/or under your account, including the activities of any end user who is authorized to use your account or accesses the Services through your account or using your information. You may not make access credentials available to third parties, share login credentials between multiple users on an account, or resell or lease access to any account. You will promptly notify us if you become aware of any unauthorized access to or use of your information, your account, or our Services.
1.3 Trademarks Licenses; Disclaimers. We grant you the limited right to display our name and marks on Customer Content, solely to describe your use of the Services. For example, you may label video with a legend such as “Analyzed By Flash Egress.” You agree to notify any recipients of Customer Content that the Services incorporate AI Content. We will not publicly use your name or marks without your prior written approval. All rights not expressly granted in this Agreement are reserved to Company.
- Restrictions
We own all right, title, and interest in and to the Services. You only receive rights to use the Services as explicitly granted in this Agreement. You will not, and will not permit anyone, to do any of the following:
(a) use the Services or Customer Content (as defined below) in a manner that violates any applicable laws or Company Policies;
(b) use the Services or Customer Content in a manner that infringes, misappropriates, or otherwise violates any third party’s rights;
(c) send us any personal information of children under 16 or the applicable age of digital consent or allow minors to use our Services without consent from their parent or guardian;
(d) reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of the Services, algorithms, and systems of the Services (except to the extent these restrictions are contrary to applicable law);
(e) use Output (as defined in Section 3.1) to develop any artificial intelligence models that compete with our products and services or those of our providers; or
(f) other than to view Output, use any method to extract data from the Services.
- Content and Data
3.1 Customer Content. You may provide input (including video material) to the Services (“Input”), and you may receive output from the Services based on the Input (“Output”). Input and Output are collectively called “Customer Content.” As between you and Company, and to the extent permitted by applicable law, you are the sole owner of all Customer Content.
3.2 Customer Content License. You hereby grant us a nonexclusive, worldwide, irrevocable, royalty-free license in perpetuity to use, store, copy, create derivative works from, translate, display, modify, distribute, sub-license to third-party providers, and otherwise make available all or any part of the Customer Content.
3.3 Our Obligations for Customer Content. We will process and store Customer Content in accordance with this Agreement. We will use Customer Content as necessary to provide you with the Services, comply with applicable law, and enforce Company Policies. We may also use Customer Content to develop or improve our Services or train artificial intelligence systems.
3.4 Your Obligations for Customer Content.
- a) You are solely responsible for all Input, and you represent and warrant that (a) you have all rights, licenses, and permissions required to provide Input to the Services and (b) your use of the Services and provision of all Input complies with all applicable law including applicable data privacy laws.
- b) Output will be in the format you select on the Order Form. Output is not capable of identifying any individual or certain details, as set forth in the Specifications detailed at www.flashegress.com.
- c) Output is intended for use by qualified persons for use in software that can be applied to safety protocols and architectural design planning using video analysis and video collected data as part of the calibrated data collection. You are solely responsible for all use of all Output and evaluating Output for accuracy and appropriateness for your use case, including via human review as appropriate.
3.5 Similarity of Output. You acknowledge that due to the nature of our Services and artificial intelligence generally, Output may not be unique and other users may receive similar content from our Services. Material that is requested by and generated for other users is not considered your Output.
- Confidentiality
4.1 Use and Nondisclosure. “Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances. For the avoidance of doubt, Confidential Information includes Customer Content. Recipient agrees it will: (a) only use Discloser’s Confidential Information to exercise its rights and fulfill its obligations under this Agreement, (b) take reasonable measures to protect the Confidential Information, and (c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.
4.2 Exceptions. The obligations in Section 4.1 do not apply to any information that (a) is or becomes generally available to the public through no fault of Recipient, (b) was in Recipient’s possession or known by it prior to receipt from Discloser, (c) was disclosed to Recipient without restriction by a third party, or (d) was independently developed without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement. Recipient will be responsible for any breach of this Section 4 by its employees, contractors, and agents. Recipient may disclose Confidential Information to the extent required by law, provided that Recipient uses reasonable efforts to notify Discloser in advance.
- Security
We will maintain an information security program designed to (a) protect the Services and Customer Content against accidental or unlawful loss, access, or disclosure, (b) identify reasonably foreseeable and internal risks to security and unauthorized access, and (c) minimize security risks.
- Privacy; Personal Data.
You must not use the Services to process personal data within the meaning of applicable law. .
- Payment; Taxes
7.1 Fees and Billing. You agree to pay all fees charged to your account (“Fees”) according to the prices and terms stated in an Order Form. You authorize us and our third-party payment processor(s) to charge the payment method provided on your account. Fees are payable in U.S. dollars and are due upon invoice issuance prior to Services, unless otherwise agreed in an Order Form and with Company. Payments are nonrefundable except as provided in this Agreement.
7.2 Taxes. Fees are exclusive of taxes, which we will charge as required by applicable law in connection with the Services. We will use the name and address in your account as the place of supply for tax purposes. You are responsible for all taxes associated with your use of the Services.
- Term; Termination
8.1 Term. The term of this Agreement will commence upon the earlier of your online acceptance of these Customer Terms, the Effective Date of an Order Form, or the date you first use the Services, and will remain in effect for one year or unless earlier terminated pursuant to this Section 8 (“Term”). If you purchase a subscription to the Services, the subscription term will automatically renew for successive periods unless either of us gives the other notice of its intent not to renew. That notice must be given at least thirty days before the start of the next renewal period.
8.2 Termination. Unless you purchase Services for a committed duration, you may terminate this Agreement at any time by deleting your account. Both you and Company may terminate this Agreement upon written notice (a) if the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach or (b) if the other party ceases its business operations or becomes subject to insolvency proceedings. We may suspend access to the Services or terminate this Agreement or any Order Form: (i) if required to do so by law; (ii) to prevent a security risk or other credible risk of harm or liability to us, the Services, or any third party; or (iii) for repeated or material violations of the Company Policies. We will use reasonable efforts to notify you of any suspension or termination and give you the opportunity to resolve the issue prior to suspension or termination.
8.3 Effect of Termination. Termination or expiration will not affect any rights or obligations accrued, including the payment of amounts due and payable for Services performed, up to the date of termination or expiration. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers.
- Warranties; Disclaimer
9.1 Warranties. We warrant that, during the Term, when used in accordance with this Agreement, the Services will conform in all material respects with the documentation we provide to you or otherwise make publicly available, including the “Specifications” provided as part of this Agreement.
9.2 Disclaimer. Except for the warranties in this Section 9, the Services are provided “as is” and we and our affiliates and licensors hereby disclaim all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose and title, noninfringement, or quiet enjoyment, and any warranties arising out of course of dealing or trade usage. Despite anything to the contrary, we make no representations or warranties (a) that use of the Services will be uninterrupted, error free, or secure, (b) that defects will be corrected, (c) that Customer Content will be accurate, or (d) with respect to any AI Content or other third-party material. YOU USE CUSTOMER CONTENT AT YOUR SOLE RISK.
- Indemnification
10.1 By Us. We agree to defend and indemnify you for any damages finally awarded by a court of competent jurisdiction and any settlement amounts payable to a third party, in each case arising out of a third-party claim alleging that the Services infringe any U.S. third-party intellectual property right. This excludes claims to the extent arising from: (a) combination of any Services with products, services, or software not provided by us or on our behalf, (b) any modification of the Services by any party other than us, (c) Customer Content, or (d) your failure to comply with this Agreement or laws, regulations, or industry standards applicable to you. If we reasonably believe that all or any portion of the Services is likely to become the subject of any infringement claim, we (x) will procure, at our expense, the right for you to continue using the Services in accordance with this Agreement, (y) will replace or modify the allegedly infringing Service so it is non-infringing, or (z), if (x) and (y) are not commercially practicable, we may, in our sole discretion, terminate this Agreement upon written notice to you and refund any prepaid amounts for unused Services. You will promptly comply with all reasonable instructions we provide you with respect to (x) through (y) above, including any instruction to replace, modify, or cease use of the Services.
10.2 By Customer. You agree to indemnify, defend, and hold us and our affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) payable to a third party arising out of a third-party claim related to (a) use of the Services in violation of this Agreement (including violation of Company Policies), and (b) Customer Content.
10.3 Indemnification Procedure. A party seeking indemnity will provide the indemnifying party with prompt written notice upon becoming aware of any claim, reasonable cooperation in the defense of or investigation of the claim (including preserving and sharing the applicable Customer Content), and allow the indemnifying party sole control of defense and settlement of the claim, provided that the party seeking indemnity is entitled to participate in its own defense at its sole expense. The indemnifying party cannot enter into any settlement or compromise of any claim without prior written consent of the other party, which will not be unreasonably withheld, except that the indemnifying party may without consent enter into any settlement of a claim that resolves the claim without liability to the other party, impairment to any of the other party’s rights, or requiring the other party to make any admission of liability. THE REMEDIES IN THIS SECTION 10 ARE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY THIRD-PARTY CLAIM THAT THE SERVICES OR OUTPUT INFRINGE INTELLECTUAL PROPERTY RIGHTS.
- Limitation of Liability
11.1 Limitations on Indirect Damages. Except for (i) a party’s gross negligence or willful misconduct, (ii) your breach of Section 2 (Restrictions) or 3.4 (Your Obligations for Customer Content), (iii) either party’s breach of its confidentiality obligations under Section 4 (Confidentiality), or (iv) a party’s indemnification obligations under this Agreement, neither you nor Company or our affiliates or licensors will be liable under this Agreement for any indirect, punitive, incidental, special, consequential, or exemplary damages (including lost profits) even if that party has been advised of the possibility of those damages.
11.2 Liability Cap. Except for (i) a party’s gross negligence or willful misconduct or (ii) a party’s indemnification obligations under this Agreement, each party’s total liability under the Agreement will not exceed the lesser of (x) the fee applicable to the last purchase under your information or account or (y)the total amount you have paid to us in the three (3) months immediately prior to the event giving rise to liability. The foregoing limitations will apply despite any failure of essential purpose of any limited remedy and to the maximum extent permitted under applicable law.
- Trade Controls
You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.
- Modifications to these Terms and the Company Policies
We may update these Terms (including updating the fees) or the Company Policies by providing you with reasonable notice, including by posting the update on our website. If you have a subscription, we will provide 30 days’ notice of any increase in fees. Otherwise, changes to these Terms or Company Policies will be effective on the date we post them. Your continued use of, or access to, the Services after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using the Services or terminate this Agreement according to its terms.
- Miscellaneous
Headings in these Terms are inserted solely for convenience and are not intended to affect the meaning or interpretation of these Terms. You grant us the right to use and exploit any feedback you provide regarding the Services, without restriction or compensation. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto. This Agreement is the entire agreement between you and Company with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, whether written or oral. You agree that any terms and conditions contained within any purchase order you send to us will not apply to this Agreement and are null and void. You and Company are independent contractors of one another, and this Agreement does not create any agency, joint venture, or partnership. There are no intended third-party beneficiaries to this Agreement. Except for payment obligations, neither you nor we will have any liability for failures or delays resulting from conditions beyond your or our reasonable control, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, or power failures.
This Agreement cannot be assigned other than as expressly permitted under this Section. We may assign this Agreement to an affiliate without notice or your consent. Both you and Company may assign this Agreement to a successor to substantially all the respective party’s assets or business, provided that the assigning party provides reasonable (at least 30 days) prior written notice of the assignment. This Agreement will be binding upon the parties and their respective successors and permitted assigns. All notices must be in writing. We may provide you notice using the registration information or the email address associated with your account.
Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement will be governed by the laws of the State of Georgia, excluding its conflicts of law rules or principles. All claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts of Fulton County, Georgia, USA.