PepPrCLIP Community License Agreement

PepPrCLIP Community License Agreement The Big Picture: 1. The PepPrCLIP AI Model is only available under this Community License Agreement for non-commercial use by individuals or non-commercial organizations. 2. You may not use the PepPrCLIP AI Model or any derivative works of the PepPrCLIP AI Model or its outputs: a. in connection with any commercial activities, for example b. to develop any product or service such as hosting the AI Model behind an API; or c. in connection to drug development; or d. without attribution to PepPrCLIP and this Community License Agreement; or e. to train any other large language model, any technology for protein representation learning or protein generation or any other AI-powered third party model similar to PepPrCLIP's AI Model, even for non-commercial usage. 3. You can publish, share and adapt the PepPrCLIP AI Model and its outputs for noncommercial purposes in accordance with the Community License Agreement Please read this PepPrCLIP Community License Agreement (the "Agreement") carefully before using the AI Model (as defined below), which is offered by UbiquiTx, Inc., ("UTX"). By downloading or accessing the AI Model, or otherwise using the AI Model in any manner, You agree that You have read and agree to be bound by the terms of this Agreement. If You are accessing the AI Model on behalf of an organization or entity, You represent and warrant that You are authorized to enter into this Agreement and any agreements linked hereto, including but not limiting UTX's Privacy Policy as provided in Addendum A, as updated from time to time, on that organization's or entity's behalf and bind them to the terms of this Agreement (in which case, the references to "You" and "Your" in this Agreement, except for in this sentence, refer to that organization or entity) and that such entity is a non-commercial organization (such as a university, non-profit organization, research institute or educational or governmental body). Use of the AI Model is expressly conditioned upon Your assent to all terms of this Agreement, to the exclusion of all other terms. 1) Definitions. In addition to other terms defined elsewhere in this Agreement, the terms below have the following meanings. a) "AI Model" means the PepPrCLIP UTX Open Model code and model weights made available at the following link https://huggingface.co/ubiquitx/pepprclip (the "GitHub Page"), as may be updated and amended from time to time, whether in Source or Object form, made available to You pursuant to this Agreement. b) "Commercial Entity" means any entity engaged in any activity intended for or directed toward commercial advantage or monetary compensation, including, without limitation, the development of any product or service intended to be sold or made available for a fee. For the purpose of this Agreement, references to a Commercial Entity expressly exclude any universities, non-profit organizations, not-for-profit entities, research institutes and educational and government bodies. c) "Contribution" means any work of authorship, including the original version of the AI Model and any modifications or additions to that AI Model or Derivative Works thereof, that is intentionally submitted to UTX for inclusion in the AI Model by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to UTX or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, UTX for the purpose of discussing and improving the AI Model, but excluding Outputs and all communications that are conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution." d) "Contributor" means UTX and any individual or Legal Entity on behalf of whom a Contribution has been received by UTX and subsequently incorporated within the AI Model. e) "Derivative Work" means any work, whether in Source or Object form, that is based on (or derived from) the AI Model and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this Agreement, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the AI Model and Derivative Works thereof. f) "Legal Entity" means the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity. g) "Non-Commercial Purposes" means uses not intended for or directed toward commercial advantage or monetary compensation, or the facilitation of development of any product or service to be sold or made available for a fee. For the avoidance of doubt, Non-Commercial Purpose shall not include the provision of Outputs as a service. h) "Object" means any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types. i) "Output" means any output, including any code, protein sequence, structure prediction, functional annotation, molecule, descriptions of a molecule, model, sequence, text, image and/or other data that is elicited directly or indirectly by, or otherwise made available to You in connection with Your use of the AI Model. j) "Output Derivatives" means any enhancements, modifications and derivative works of Outputs (including, but not limited to, any derivative sequences or molecules). k) "Source" means the preferred form for making modifications, including but not limited to AI Model source code, documentation source, and configuration files. l) "Third Party Model" means any non-human tool, platform and/or other technology powered or made available in connection with the use of generative artificial intelligence or machine learning models that is operated by any third party. m) "You" or "Your" means the individual entering into this Agreement or the organization or entity on whose behalf such individual is entering into this Agreement. 2) Intellectual Property Rights and Licenses. a) Copyright License. Subject to the terms and conditions of this Agreement, each Contributor hereby grants to You a non-exclusive, non-transferable, limited copyright license to use, reproduce, prepare Derivative Works of, publicly display, and publicly perform and distribute the AI Model and such Derivative Works in Source or Object form for Your Non-Commercial Purposes. b) Patent License. Subject to the terms and conditions of this Agreement, each Contributor hereby grants to You a non-exclusive, non-transferable, limited patent license to make, have made, and use the AI Model for Your Non-Commercial Purposes, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the AI Model to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the AI Model or a Contribution incorporated within the AI Model constitutes direct or contributory patent infringement, then any patent licenses granted to You under this Agreement for that AI Model shall terminate as of the date such litigation is filed. Furthermore, in the event that you participate, directly or indirectly, in any dispute or challenge regarding the validity, patentability, priority, inventorship, ownership or enforceability of any patent licensed herein, any patent licenses granted to You under this Agreement for that AI Model shall terminate as of the date such dispute or challenge is filed. c) IP Ownership. As between You and UTX, you agree and acknowledge that all Outputs, and any intellectual property rights therein, generated or resulting from your use of the Model are the property of UTX. To the extent that any such ownership rights do not vest automatically with UTX, you hereby assign, and agree to assign, your entire right, title and interest in and to the Output to UTX. In connection with your continued compliance with the terms of this Agreement, UTX hereby grants you a royalty free license to use the Outputs generated through your use of the Model for any Non-Commercial Purpose. You may not seek intellectual property protection, including patent protection, on any Output without the express written consent of UTX. 3) Licensing Process. In connection with Your licensing of the AI Model, you agree and acknowledge that UTX may collect, from You or automatically through Your use of the AI Model, certain registration information about You, any Legal Entity You may represent, and Your use of the AI Model. The collection of this information and UTX's policies and procedures regarding the collection, use, disclosure and security of information received are described further in UTX's Privacy Policy available at https://ubiquitx.com/policies#privacy-policy, as may be updated from time to time. 4) Redistribution. Subject to Section 5 (Use Restrictions) below, You may reproduce and distribute copies of the AI Model or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form for Your Non-Commercial Purposes, provided that You meet the following conditions: a) You must not distribute copies of the AI Model or Derivative Works thereof to, or allow the use of any reproductions or copies thereof by, on behalf of or for, any Commercial Entity; You must restrict the usage of any copies of the AI Model or Derivative Works to usage for Non-Commercial Purposes; b) You must give any other recipients of the AI Model or Derivative Works a copy of this Agreement; c) You must cause any modified files to carry prominent notices stating that You changed the files; d) You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the AI Model, excluding those notices that do not pertain to any part of the Derivative Works; and e) If the AI Model includes a "NOTICE" text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify this Agreement. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the AI Model, provided that such additional attribution notices cannot be construed as modifying this Agreement. f) You must include a conspicuous notice regarding the Ownership of any IP generated using the AI Model or Derivative Works is subject to the IP Ownership provisions of Section 2(c). You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the AI Model otherwise complies with the conditions stated in this Agreement. 5) Use Restrictions. a) No Commercial Use. You may only use the AI Model, Contributions, Derivative Works, Outputs and Output Derivatives (as defined below) for Non-Commercial Purposes. For the avoidance of doubt, structure tokens are also considered Outputs and may only be used for Non-Commercial Purposes. Any commercial use of any of the foregoing, including, without limitation, any use by, on behalf of or for any Commercial Entity or to facilitate the development of any product or service to be sold or made available for a fee, is strictly prohibited under this Agreement. b) No Use in Drug Development or Discovery. Without limiting the foregoing, You may not use the AI Model or any Contributions, Derivative Works, Outputs or Output Derivatives in or in connection with: (i) the development (at any stage) or discovery of any drug, medication or pharmaceutical of any kind; (ii) any molecular or biological target, hit or lead identification for a therapeutic; (iii) drug candidate selection; or (iv) lead optimization. c) Use of Outputs. Notwithstanding anything to the contrary in this Agreement, You may not use or provide access to any Outputs or Output Derivatives to train, optimize, improve or otherwise influence the functionality or performance of any: (i) other large language model; (ii) technology for protein structure prediction; or (iii) other Third Party Model that is similar to the AI Model. You may, however, use the Outputs and Outputs Derivatives to train, optimize, improve or otherwise influence the functionality or performance of the AI Model itself and downstream Derivative Works thereof. d) Additional Restrictions. Your use of the AI Model may also be subject to additional use restrictions communicated to You through the AI Model or otherwise, including those set forth in the UTX Acceptable Use Policy available at https://ubiquitx.com/policies#acceptable-use as may be updated and amended from time to time (the "AUP"), the terms of which are incorporated herein by reference. In the event of any conflict between the terms of this Agreement and the terms of the AUP, the terms that are more restrictive of Your use of the AI Model, Derivative Works, Outputs and Output Derivatives, as applicable, shall govern and control. 6) Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the AI Model by You to UTX shall be under the terms and conditions of this Agreement, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with UTX regarding such Contributions. 7) Trademarks. This Agreement does not grant permission to use the trade names, trademarks, service marks, or product names of UTX, except as required for reasonable and customary use in describing the origin of the AI Model and reproducing the content of the NOTICE file. 8) Disclaimer of Warranty. UNLESS REQUIRED BY APPLICABLE LAW OR OTHERWISE EXPRESSLY AGREED MUTUALLY AGREED UPON BY YOU AND UTX IN WRITING, UTX PROVIDES THE AI MODEL (AND EACH CONTRIBUTOR PROVIDES ITS CONTRIBUTIONS) ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, CORRECTNESS, RELIABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY DISCLAIMED. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING OR REDISTRIBUTING THE AI MODEL AND ASSUME ANY RISKS ASSOCIATED WITH YOUR EXERCISE OF PERMISSIONS UNDER THIS AGREEMENT. 9) Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this Agreement or out of the use or inability to use the AI Model (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages. 10) General. a) Entire Agreement. This Agreement constitutes the entire agreement between You and UTX relating to the subject matter hereof and supersedes all proposals, understandings, or discussions, whether written or oral, relating to the subject matter of this Agreement and all past dealing or industry custom. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. UTX may amend or modify this Agreement from time to time and will use reasonable efforts to provide You with notice of any material changes that may negatively impact Your use of the AI Model through the GitHub Page or through another means made available to You. No other changes, modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. b) Relationship of Parties. You and UTX are independent contractors, and nothing herein shall be deemed to constitute either party as the agent or representative of the other or both parties as joint venturers or partners for any purpose. c) Export Control. You shall comply with the U.S. Foreign Corrupt Practices Act and all applicable export laws, restrictions and regulations of the U.S. Department of Commerce, and any other applicable U.S. and foreign authority. d) Assignment. This Agreement and the rights and obligations herein may not be assigned or transferred, in whole or in part, by You without the prior written consent of UTX. Any assignment in violation of this provision is void. UTX may freely assign or transfer this Agreement, in whole or in part. This Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties. e) Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York and the United States without regard to conflicts of laws provisions thereof, and without regard to the Uniform Computer Information Transactions Act. f) Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable. ---

Privacy Policy (Addendum A)

At UbiquiTx, we take your privacy seriously. Please read this Privacy Policy to learn how we treat your personal data. By using or accessing our Services in any manner, you acknowledge that you accept the practices and policies outlined below, and you hereby consent that we will collect, use and disclose your information as described in this Privacy Policy. Remember that your use of UbiquiTx's Services is at all times subject to our Terms of Use, which incorporates this Privacy Policy. Any terms we use in this Policy without defining them have the definitions given to them in the Terms of Use. You may print a copy of this Privacy Policy by clicking here. As we continually work to improve our Services, we may need to change this Privacy Policy from time to time. We will alert you of material changes by placing a notice on the UbiquiTx website, by sending you an email and/or by some other means. Please note that if you've opted not to receive legal notice emails from us (or you haven't provided us with your email address), those legal notices will still govern your use of the Services, and you are still responsible for reading and understanding them. If you use the Services after any changes to the Privacy Policy have been posted, that means you agree to all of the changes.

What this Privacy Policy Covers

This Privacy Policy covers how we treat Personal Data that we gather when you access or use our Services. "Personal Data" means any information that identifies or relates to a particular individual and also includes information referred to as "personally identifiable information" or "personal information" or "sensitive personal information" under applicable data privacy laws, rules or regulations. This Privacy Policy does not cover the practices of companies we don't own or control or people we don't manage.

Personal Data

Categories of Personal Data We Collect

- Profile or Contact Data - Examples: first and last name, email, phone number, and unique identifiers - Business or Commercial Purpose(s) for Collection: Providing, Customizing and Improving the Services; Marketing the Services; Corresponding with You - Categories of Third Parties With Whom We Disclose this Personal Data: Service Providers; Advertising Partners; Business Partners; Parties You Authorize, Access or Authenticate - Identifiers - Examples: social security number, driver's license number, state identification card, zip code, and passport number - Business or Commercial Purpose(s) for Collection: Providing, Customizing and Improving the Services - Categories of Third Parties With Whom We Disclose this Personal Data: Service Providers - Payment Data - Examples: financial account information, payment card type, last 4 digits of payment card, and billing address, phone number, and email - Business or Commercial Purpose(s) for Collection: Providing, Customizing and Improving the Services - Categories of Third Parties With Whom We Disclose this Personal Data: Service Providers (specifically our payment processing partner, currently Stripe, Inc.) - Commercial Data - Examples: purchase history on the UbiquiTx platform - Business or Commercial Purpose(s) for Collection: Providing, Customizing and Improving the Services; Marketing the Services; Corresponding with You - Categories of Third Parties With Whom We Disclose this Personal Data: Service Providers - Device/IP Data - Examples: IP address, device ID, domain server, and type of device/operating system/browser used to access the Services - Business or Commercial Purpose(s) for Collection: Providing, Customizing and Improving the Services - Categories of Third Parties With Whom We Disclose this Personal Data: Service Providers; Analytics Partners - API Usage Data - Examples: API calls and user interface interactions - Business or Commercial Purpose(s) for Collection: Providing, Customizing and Improving the Services; Marketing the Services; Corresponding with You - Categories of Third Parties With Whom We Disclose this Personal Data: Service Providers; Advertising Partners; Business Partners; Parties You Authorize, Access or Authenticate - Web Analytics - Examples: web page interactions, referring webpage/source through which you accessed the Services, non-identifiable request IDs, and statistics associated with the interaction between device or browser and the Services - Business or Commercial Purpose(s) for Collection: Providing, Customizing and Improving the Services; Marketing the Services; Corresponding with You - Categories of Third Parties With Whom We Disclose this Personal Data: Service Providers; Advertising Partners; Business Partners; Parties You Authorize, Access or Authenticate - Social Network Data - Examples: email, phone number, user name, IP address, and device ID - Business or Commercial Purpose(s) for Collection: Providing, Customizing and Improving the Services; Marketing the Services; Corresponding with You - Categories of Third Parties With Whom We Disclose this Personal Data: Service Providers; Advertising Partners; Analytics Partners; Business Partners; Parties You Authorize, Access or Authenticate - Professional or Employment-Related Data - Examples: job title, research objectives and employment affiliation - Business or Commercial Purpose(s) for Collection: Providing, Customizing and Improving the Services; Marketing the Services; Corresponding with You - Categories of Third Parties With Whom We Disclose this Personal Data: Service Providers; Advertising Partners; Business Partners; Parties You Authorize, Access or Authenticate - Geolocation Data - Examples: IP-address-based location information - Business or Commercial Purpose(s) for Collection: Providing, Customizing and Improving the Services; Marketing the Services; Corresponding with You - Categories of Third Parties With Whom We Disclose this Personal Data: Service Providers; Advertising Partners; Business Partners; Parties You Authorize, Access or Authenticate - Special Categories of Data - Examples: personal identification numbers, including social security, driver's license, passport, or state ID card numbers - Business or Commercial Purpose(s) for Collection: Providing, Customizing and Improving the Services; Corresponding with You; Marketing the Services - Categories of Third Parties With Whom We Disclose this Personal Data: Service Providers; Business Partners; Parties You Authorize, Access or Authenticate - Other Identifying Information - Examples: emails, letters, texts, or other communications you send us - Business or Commercial Purpose(s) for Collection: Providing, Customizing and Improving the Services; Marketing the Services; Corresponding with You - Categories of Third Parties With Whom We Disclose this Personal Data: Service Providers; Advertising Partners; Business Partners; Parties You Authorize, Access or Authenticate

Our Commercial or Business Purposes for Collecting Personal Data

- Providing, customizing and Improving the Services - Creating and managing your account or other user profiles. - Processing orders or other transactions; billing. - Providing you with the products, services or information you request. - Meeting or fulfilling the reason you provided the information to us. - Providing support and assistance for the Services. - Improving the Services, including testing, research, internal analytics and product development. - Personalizing the Services, website content and communications based on your preferences. - Verifying your identity through our Know Your Customer ("KYC") procedures. - Doing fraud protection, security and debugging. - Marketing the Services - Marketing and selling the Services. - Corresponding with You - Responding to correspondence that we receive from you, contacting you when necessary or requested, and sending you information about UbiquiTx or the Services. - Sending emails and other communications according to your preferences.

Other Permitted Purposes for Processing Personal Data

In addition, each of the above referenced categories of Personal Data may be collected, used, and disclosed with the government, including law enforcement, or other parties to meet certain legal requirements and enforcing legal terms including: fulfilling our legal obligations under applicable law, regulation, court order or other legal process, such as preventing, detecting and investigating security incidents and potentially illegal or prohibited activities; protecting the rights, property or safety of you, UbiquiTx or another party; enforcing any agreements with you; responding to claims that any posting or other content violates third-party rights; and resolving disputes. We will not collect additional categories of Personal Data or use the Personal Data we collected for materially different, unrelated or incompatible purposes without providing you notice or obtaining your consent.

Categories of Sources of Personal Data

We collect Personal Data about you from the following categories of sources: - You - When you provide such information directly to us: When you create an account or use our interactive tools and Services. When you voluntarily provide information in free-form text boxes through the Services or through responses to surveys or questionnaires. When you send us an email or otherwise contact us. - When you use the Services and such information is collected automatically: Through Cookies (defined in the "Tracking Tools and Opt-Out" section below). If you download our mobile application or use a location-enabled browser, we may receive information about your location and mobile device, as applicable. If you download and install certain applications and software we make available, we may receive and collect information transmitted from your computing device for the purpose of providing you the relevant Services, such as information regarding when you are logged on and available to receive updates or alert notices. - Public Records - From the government or other sources. - Third Parties - Vendors: We may use analytics providers to analyze how you interact and engage with the Services, or third parties may help us provide you with customer support. We may use vendors to obtain information to generate leads and create user profiles. - Advertising Partners: We receive information about you from some of our vendors who assist us with marketing or promotional services related to how you interact with our websites, applications, products, Services, advertisements or communications. - Third-Party Credentials: If you provide your third-party account credentials, such as your social network account credentials, to us or otherwise sign in to the Services through a third-party site or service, some content and/or information in those accounts may be transmitted into your account with us.

How We Disclose Your Personal Data

We disclose your Personal Data to the categories of service providers and other parties listed in this section. - Service Providers: Hosting, technology and communication providers. Analytics providers for web traffic or usage of the site. Security and fraud prevention consultants. Support and customer service vendors. Product fulfillment and delivery providers. Payment processors. Our payment processing partner Stripe, Inc. ("Stripe") collects your voluntarily-provided payment card information necessary to process your payment. Please see Stripe's terms of service and privacy policy for information on its use and storage of your Personal Data. - Advertising Partners: Ad networks. Data brokers. Marketing providers. - Analytics Partners: Companies that track how users found or were referred to the Services. Companies that track how users interact with the Services. - Business Partners: Businesses that you have a relationship with. Companies that we partner with to offer joint promotional offers or opportunities. - Parties You Authorize, Access or Authenticate: Third parties you access through the services. Social media services. Other users.

Legal Obligations

We may disclose any Personal Data that we collect with third parties in conjunction with any of the activities set forth under "Other Permitted Purposes for Processing Personal Data" section above.

Business Transfers

All of your Personal Data that we collect may be transferred to a third party if we undergo a merger, acquisition, bankruptcy or other transaction in which that third party assumes control of our business (in whole or in part).

Data that is Not Personal Data

We may create aggregated, de-identified or anonymized data from the Personal Data we collect, including by removing information that makes the data personally identifiable to a particular user. We may use such aggregated, de-identified or anonymized data and disclose it with third parties for our lawful business purposes, including to analyze, build and improve the Services and promote our business, provided that we will not disclose such data in a manner that could identify you.

Tracking Tools and Opt-Out

The Services use cookies and similar technologies such as pixel tags, web beacons, clear GIFs and JavaScript (collectively, "Cookies") to enable our servers to recognize your web browser, tell us how and when you visit and use our Services, analyze trends, learn about our user base and operate and improve our Services. Cookies are small pieces of data – usually text files – placed on your computer, tablet, phone or similar device when you use that device to access our Services. We may also supplement the information we collect from you with information received from third parties, including third parties that have placed their own Cookies on your device(s). Please note that because of our use of Cookies, the Services do not support "Do Not Track" requests sent from a browser at this time. We use the following types of Cookies: - Essential Cookies: Essential Cookies are required for providing you with features or services that you have requested. For example, certain Cookies enable you to log into secure areas of our Services. Disabling these Cookies may make certain features and services unavailable. - Performance/Analytical Cookies: Performance/Analytical Cookies allow us to understand how visitors use our Services. They do this by collecting information about the number of visitors to the Services, what pages visitors view on our Services and how long visitors are viewing pages on the Services. Performance/Analytical Cookies also help us measure the performance of our advertising campaigns in order to help us improve our campaigns and the Services' content for those who engage with our advertising. For example, Google LLC ("Google") uses cookies in connection with its Google Analytics services. Google's ability to use and disclose information collected by Google Analytics about your visits to the Services is subject to the Google Analytics Terms of Use and the Google Privacy Policy. You have the option to opt-out of Google's use of Cookies by visiting the Google advertising opt-out page at www.google.com/privacy_ads.html or the Google Analytics Opt-out Browser Add-on at https://tools.google.com/dlpage/gaoptout/. You can decide whether or not to accept Cookies through your internet browser's settings. Most browsers have an option for turning off the Cookie feature, which will prevent your browser from accepting new Cookies, as well as (depending on the sophistication of your browser software) allow you to decide on acceptance of each new Cookie in a variety of ways. You can also delete all Cookies that are already on your device. If you do this, however, you may have to manually adjust some preferences every time you visit our website and some of the Services and functionalities may not work. To explore what Cookie settings are available to you or to modify your preferences with respect to Cookies, you can access your Cookie management settings by clicking here. To find out more information about Cookies generally, including information about how to manage and delete Cookies, please visit http://www.allaboutcookies.org/ or https://ico.org.uk/for-thepublic/online/cookies/ if you are located in the European Union.

Session Replay Technology

We may use session replay technology in order to identify and resolve customer issues, to monitor and analyze how you use our Services, to better understand user behavior, and to improve our Services. By continuing to use the Services, you consent to the use of session replay technology. If you would like to change your settings with respect to session replay technology, you can access your Cookie management settings by clicking here.

Data Security

We seek to protect your Personal Data from unauthorized access, use and disclosure using appropriate physical, technical, organizational and administrative security measures based on the type of Personal Data and how we are processing that data. You should also help protect your data by appropriately selecting and protecting your password and/or other sign-on mechanism; limiting access to your computer or device and browser; and signing off after you have finished accessing your account. Although we work to protect the security of your account and other data that we hold in our records, please be aware that no method of transmitting data over the internet or storing data is completely secure.

Data Retention

We retain Personal Data about you for as long as necessary to provide you with our Services or to perform our business or commercial purposes for collecting your Personal Data. When establishing a retention period for specific categories of data, we consider who we collected the data from, our need for the Personal Data, why we collected the Personal Data, and the sensitivity of the Personal Data. In some cases we retain Personal Data for longer, if doing so is necessary to comply with our legal obligations, resolve disputes or collect fees owed, or is otherwise permitted or required by applicable law, rule or regulation. We may further retain information in an anonymous or aggregated form where that information would not identify you personally. For example: - We retain your profile information and credentials for as long as you have an account with us. - We retain your payment data for as long as we need to process your purchase or subscription. - We retain your device/IP data for as long as we need it to ensure that our systems are working appropriately, effectively and efficiently. - We retain API usage, input and output data for as long as we need according to our responsible development framework.

Personal Data of Children

As noted in the Terms of Use, we do not knowingly collect or solicit Personal Data from children under 18 years of age; if you are a child under the age of 18, please do not attempt to register for or otherwise use the Services or send us any Personal Data. If we learn we have collected Personal Data from a child under 18 years of age, we will delete that information as quickly as possible. If you believe that a child under 18 years of age may have provided Personal Data to us, please contact us at info@ubiquitx.com.

State Law Privacy Rights

California Resident Rights

Under California Civil Code Sections 1798.83-1798.84, California residents are entitled to contact us to prevent disclosure of Personal Data to third parties for such third parties' direct marketing purposes; in order to submit such a request, please contact us at info@ubiquitx.com. Your browser may offer you a "Do Not Track" option, which allows you to signal to operators of websites and web applications and services that you do not wish such operators to track certain of your online activities over time and across different websites. Our Services do not support Do Not Track requests at this time. To find out more about "Do Not Track," you can visit www.allaboutdnt.com.

Nevada Resident Rights

Please note that we do not currently sell your Personal Data as sales are defined in Nevada Revised Statutes Chapter 603A.

European Union and United Kingdom Data Subject Rights

EU and UK Residents

If you are a resident of the European Union ("EU"), United Kingdom ("UK"), Lichtenstein, Norway or Iceland, you may have additional rights under the EU or UK General Data Protection Regulation (the "GDPR") with respect to your Personal Data, as outlined below. For this section, we use the terms "Personal Data" and "processing" as they are defined in the GDPR, but "Personal Data" generally means information that can be used to individually identify a person, and "processing" generally covers actions that can be performed in connection with data such as collection, use, storage and disclosure. UbiquiTx will be the controller of your Personal Data processed in connection with the Services. If there are any conflicts between this section and any other provision of this Privacy Policy, the policy or portion that is more protective of Personal Data shall control to the extent of such conflict. If you have any questions about this section or whether any of the following applies to you, please contact us at info@ubiquitx.com. Note that we may also process Personal Data of our customers' end users or employees in connection with our provision of certain services to customers, in which case we are the processor of Personal Data. If we are the processor of your Personal Data (i.e., not the controller), please contact the controller party in the first instance to address your rights with respect to such data.

Personal Data We Collect

The "Categories of Personal Data We Collect" section above details the Personal Data that we collect from you.

Personal Data Use and Processing Grounds

The "Our Commercial or Business Purposes for Collecting Personal Data" section above explains how we use your Personal Data. We will only process your Personal Data if we have a lawful basis for doing so. Lawful bases for processing include consent, contractual necessity and our "legitimate interests" or the legitimate interest of others, as further described below. - Contractual Necessity: We process the following categories of Personal Data as a matter of "contractual necessity", meaning that we need to process the data to perform under our Terms of Use with you, which enables us to provide you with the Services. When we process data due to contractual necessity, failure to provide such Personal Data will result in your inability to use some or all portions of the Services that require such data. - Profile or Contact Data - Identifiers - API Usage Data - Special Categories of Data - Legitimate Interest: We process the following categories of Personal Data when we believe it furthers the legitimate interest of us or third parties: - Profile or Contact Data - Identifiers - Payment Data - Commercial Data - Device/IP Data - API Usage Data - Web Analytics - Social Network Data - Professional or Employment-Related Data - Geolocation Data - Special Categories of Data - Other Identifying Information that You Voluntarily Choose to Provide - We may also de-identify or anonymize Personal Data to further our legitimate interests. Examples of these legitimate interests include (as described in more detail above): - Providing, customizing and improving the Services. - Marketing the Services. - Corresponding with you. - Meeting legal requirements and enforcing legal terms. - Completing corporate transactions. - Consent: In some cases, we process Personal Data based on the consent you expressly grant to us at the time we collect such data. When we process Personal Data based on your consent, it will be expressly indicated to you at the point and time of collection. - Other Processing Grounds: From time to time we may also need to process Personal Data to comply with a legal obligation, if it is necessary to protect the vital interests of you or other data subjects, or if it is necessary for a task carried out in the public interest.

Disclosing Personal Data

The "How We Disclose Your Personal Data" section above details how we disclose your Personal Data with third parties.

EU, UK and Swiss Data Subject Rights

You have certain rights with respect to your Personal Data, including those set forth below. For more information about these rights, or to submit a request, please email us at info@ubiquitx.com. Please note that in some circumstances, we may not be able to fully comply with your request, such as if it is frivolous or extremely impractical, if it jeopardizes the rights of others, or if it is not required by law, but in those circumstances, we will still respond to notify you of such a decision. In some cases, we may also need you to provide us with additional information, which may include Personal Data, if necessary to verify your identity and the nature of your request. - Access: You can request more information about the Personal Data we hold about you and request a copy of such Personal Data. You can also access certain of your Personal Data by logging on to your account. - Rectification: If you believe that any Personal Data we are holding about you is incorrect or incomplete, you can request that we correct or supplement such data. You can also correct some of this information directly by logging on to your account. - Erasure: You can request that we erase some or all of your Personal Data from our systems. - Withdrawal of Consent: If we are processing your Personal Data based on your consent (as indicated at the time of collection of such data), you have the right to withdraw your consent at any time. Please note, however, that if you exercise this right, you may have to then provide express consent on a case-by-case basis for the use or disclosure of certain of your Personal Data, if such use or disclosure is necessary to enable you to utilize some or all of our Services. - Portability: You can ask for a copy of your Personal Data in a machine-readable format. You can also request that we transmit the data to another controller where technically feasible. - Objection: You can contact us to let us know that you object to the further use or disclosure of your Personal Data for certain purposes, such as for direct marketing purposes. - Restriction of Processing: You can ask us to restrict further processing of your Personal Data. - Right to File Complaint: You have the right to lodge a complaint about UbiquiTx's practices with respect to your Personal Data with the supervisory authority of your country or EU Member State. A list of Supervisory Authorities is available here: https://edpb.europa.eu/about-edpb/board/members_en.

Transfers of Personal Data

The Services are hosted and operated in the United States ("U.S.") through UbiquiTx and its service providers, and if you do not reside in the U.S., laws in the U.S. may differ from the laws where you reside. By using the Services, you acknowledge that any Personal Data about you, regardless of whether provided by you or obtained from a third party, is being provided to UbiquiTx in the U.S. and will be hosted on U.S. servers, and you authorize UbiquiTx to transfer, store and process your information to and in the U.S., and possibly other countries. In some circumstances, your Personal Data may be transferred to the U.S. pursuant to a data processing agreement incorporating standard data protection clauses.

Contact Information

If you have any questions or comments about this Privacy Policy, the ways in which we collect and use your Personal Data or your choices and rights regarding such collection and use, please do not hesitate to contact us at: https://ubiquitx.com info@ubiquitx.com