1. INTRODUCTION

Nutron is a platform that leverages natural language to search and curate datasets for the purpose of training end-to-end models and improve the physical intelligence of robotics fleets. The platform allows users to visualize and search multi-modal data; curate dataset collections; train models directly from dataset collection curation; perform closed loop testing on robotics hardware and continuously manage and improve their fleet of robots (the “Nutron Platform”). Nutron offers access to Yaak’s proprietary multimodal datasets ("Yaak Data") for training or fine-tuning models on the Yaak platform. The various features and services will be made available to you as part of the Nutron Platform (collectively the "Service").

The Service allows you to visualize, replay, search, and analyze robotics data, including both Yaak Data and User Data (as defined below). Full data training and model development capabilities and future features are not available yet and may require an upgrade to a paid plan.

YOUR DATA IS YOUR DATA. Unless expressly permitted and requested by the User uploading the User Data, User Data is not visible to other users and is the property of the User having uploaded the User Data. User Data is subject to storage pricing and privacy processing fees – See pricing (Coming soon).

OPEN SOURCE DATA. Yaak allows Users to search data and request data episodes to be open sourced. Any data that Yaak open sources together with its users are subject to the Creative commons data license: https://creativecommons.org/licenses/by-sa/4.0/   

ALL FEATURES ARE CURRENTLY FREE (subject to a fair use limit as set out below). New features that may be part of a paid plan in the future will be highlighted as "paid feature", and you will receive a prior notice of at least 6 months before current features are moved to a paid plan or plan pricing is adjusted. The following fair use limit apply:

• Cloud storage – 10GB / month included (See price list after limit)

• Bandwidth/Egress/streaming – 100GB / month included (See price list after limit)

• Indexation of User Data for search - 10GB / month included

• Dataset collections - Up to 5

• Team collections - Paid plan

• GDPR privacy processing of your data - 10GB / month included

• TriageAI your data - 10GB / month included

1.1: Your (the "User") use of the Nutron Platform and the Service is subject to the user terms set out herein (the "Terms").

1.2: If you are using the Service on behalf of a company or organization, you represent to us that you have the relevant authority to act on behalf of that entity, and that the entity accepts this agreement, including these Terms.

1.3: The Nutron Platform is operated by and the Service rendered and made available by Yaak Technologies ApS (“Yaak”), Luftmarinegade 138, DK-1432 Copenhagen, Denmark, hello@yaak.ai.

1.4: Any deviations from these Terms or undertaking of other terms not stipulated herein shall be in writing and approved in writing by Yaak to be applicable, e.g., electronically through Yaak's website or the Nutron Platform itself.

1.5: These Terms are entered into between the User and Yaak and constitute a legally binding agreement between the User and Yaak in relation to the User’s use of the Nutron Platform and the Service. The User is required to accept the Terms in the process of registering as a user of Yaak's Nutron Platform. If the User does not accept all these Terms, the User may not use the Nutron Platform.

2. REGISTRATION AND ACCEPTABLE USE

2.1: To access the Nutron Platform and the Service, a User must register for a Nutron account by creating a username and password. The User agrees to provide accurate, complete, and current registration information about itself. It is the User's responsibility to ensure that the password remains confidential and secure.

2.2: By registering on the Nutron Platform, the User agrees that it is fully responsible for all activities that occur under its username and password. We may assume that any communications received under the User’s account have been made by the User.

2.3: The User shall not:

1. access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify or otherwise use any part of the Service, including Yaak Data and User Data, except: (a) as specifically permitted by the Service; or (b) with prior written permission from Yaak and, if applicable, the respective rights holders;

2. circumvent, disable, fraudulently engage, or otherwise interfere with the Service (or attempt to do any of these things), including security-related features or features that: (a) prevent or restrict the copying or other use of User Data; or (b) limit the use of the Service or User Data;

3. access the Service using any automated means (such as robots, botnets or scrapers) other than Nutron's interfaces;

4. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;

5. disrupt or attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g., by using bots or by engaging in excessive API usage beyond permitted thresholds);

6. reverse engineer, copy, or resell any part of the Service or User Data; and/or

7. attempt to bypass usage limits or free-tier restrictions.

2.4: The User may not upload any User Data, cf. clause 11, or information to the User’s profile on the Nutron Platform that:

1. violates applicable law, any intellectual property rights, or anyone’s right of privacy;

2. is deceptive, fraudulent, obscene, illegal, defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking;

3. contains any sensitive or confidential personal information, such as financial information, payment card numbers, social security numbers, information about any person's health, information about any person's trade union membership, information about any person's ethnic origin, information about any person's sexual preferences, information about any persons religious, philosophical or political beliefs/views, any persons biometric or genetic data deeming them identifiable;

4. contains viruses, bots, worms, or similar harmful materials; and/or

5. contains any information that the User does not have a right to make available under law or any contractual or fiduciary duty.

2.5: The User may not utilize the Service to carry out, promote, or support:

1. any unlawful or fraudulent activities;

2. the impersonation of another entity or person;

3. activities that are libelous or threatening, defamatory, constitute hate speech, harassment, or stalking;

4. the publishing or posting of other people’s private or personal information without their express authorization and permission;

5. the sending of unsolicited communications, promotions advertisements, or spam; and/or

6. the publishing of and/or linking to malicious content intended to damage or disrupt another user’s browser or computer.

3. DATA PROTECTION, PRIVACY, AND COOKIES

3.1: When using the Nutron Platform, Yaak collects certain personal data about the User. All information regarding Yaak's collection and processing of personal data is described in Yaak's Privacy and Cookie Policy available on the Nutron Platform and on Yaak's website. The User is required to familiarize itself with Yaak's privacy policy.

3.2: Yaak uses cookies to help understand how Users are using the Nutron Platform so that Yaak can continue to improve the Nutron Platform. Yaak’s use of cookies, and how to disable cookies, is explained in the Privacy and Cookie Policy.

3.3: Yaak reserves the right to send service emails and product related emails to our Users. These services emails will strictly be related to service issues or use of the Nutron Platform. We will not send any promotional material without the User's express consent.

4. ASSIGNMENT

4.1: Yaak is entitled to assign all its rights and obligations pursuant to the agreement, including these Terms to a third party.

4.2: The User's account is personal and cannot be assigned to a third party.

5. UNAUTHORIZED USE

5.1: The User is responsible for notifying us at hello@yaak.ai if the User becomes aware of any unauthorized use of or access to the User’s account.

5.2: The User understands and agrees that Yaak may require the User to provide information that may be used to confirm the User’s identity and help ensure the security of the User’s account. Yaak will not be liable for any loss, damages, liability, expense or attorneys’ fees that the User may incur because of someone else using the User’s password or account, either with or without the User’s knowledge and/or authorization and regardless of whether the User has or have not advised us of such unauthorized use. The User will be liable for losses, damages, liability, expenses, and attorneys’ fees incurred by Yaak or a third party due to someone else using the User’s account.

6. THIRD-PARTY WEBSITES AND SERVICES

6.1: The Nutron Platform may provide Users with access to third-party websites, databases, servers, information, software, programs, systems, directories, applications, products or services, including without limitation, linked services. Yaak does not have or maintain any control over such and is not and cannot be responsible for their content, operation or use. Yaak does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such third parties.

7. CHANGES TO THE NUTRON PLATFORM AND ACCOUNTS

7.1: Yaak reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Nutron Platform or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, Yaak shall use its reasonable endeavors to notify registered Users of such decision in advance.

7.2: The User hereby agrees that Yaak shall not be liable to the User or to any third party for any changes or modifications to the Nutron Platform that Yaak may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Nutron Platform or any part or parts thereof, or the User’s possibility to use or access the same from or within any territory or territories.

7.3: Yaak may change the features of any type of account, may withdraw or, or introduce new features, products or types of account at any time and for any reason.

8. SERVICE AND SUPPORT

8.1: Yaak aims to provide the Nutron Platform and the Service on a 24/7 basis. However, due to the continuous improvement of the Nutron Platform and the Service and due to maintenance and updating, security or capacity issues, access to the Nutron Platform and/or the Service may be temporarily suspended or affected with or without prior notice. Yaak aims to provide Users with advance notice of any scheduled maintenance and downtime.

9. PROFESSIONAL SERVICES AND ON-PREMISE SOLUTIONS

9.1: Yaak may, at its discretion, offer professional services, including but not limited to setup, consulting, and training services for customers as well as offer bespoke on-premise solutions that are subject to individual terms and contracts.

9.2: Any such services, including fees, payment terms and scope of service, will be provided under separate agreements or statements of work as applicable.

10. INTELLECTUAL PROPERTY RIGHTS

10.1: Unless otherwise explicitly stipulated on the Nutron Platform, Yaak is the owner of all design and content on the Nutron Platform, including but not limited to texts, graphic elements, video, audio, software, logos and all copyright, trademarks and additional intellectual property.

10.2: Subject to the User’s compliance with these Terms, Yaak grants the User a limited, non-exclusive, non-sub-licensable, non-transferable and revocable license to access and use the Nutron Platform and the Service for the User’s personal use and professional use in a manner that complies with all legal requirements that apply to the User and/or the User’s use of the Service, including Yaak's Privacy and Cookie Policy and these Terms.

11. CONTENT ON THE NUTRON PLATFORM

11.1: Any and all content, including, but not limited to, robotics datasets, model training data and related information, uploaded by the User ("User Data") and submitted to the Nutron Platform by the User is proprietary to the user, but is subject to these Terms as well as such other terms accepted in connection with uploading of the User Data.

11.2: The User Data in the user profiles on the Nutron Platform remains the exclusive ownership of the User, unless otherwise designated by the User in connection with the submission of the User Data.

11.3: By uploading User Data to the Nutron Platform, the User grants Yaak and its subcontractors permission to store and access the User Data to provide the Service. If the User chooses to share content with other users, it also grants those users permission to view, use, modify, and share the User Data as allowed by the Nutron Platform’s features. These permissions apply globally, are unconditional, irrevocable, non-exclusive, royalty-free, transferable and sub-licensable.

11.4: Furthermore, by uploading User Data to the Nutron Platform, the User automatically consents to Yaak (i) processing the User Data for security and data privacy purposes, including by performing a compliance screening of the User Data for the purpose of identifying any content that is unlawful or prohibited under these Terms; (ii) making the data streamable; and (iii) storing the User Data. Yaak will not edit or delete any User Data with the User's consent, unless the User Data is unlawful or prohibited under the Terms.

11.5: If a User wishes to (i) utilize Yaak's GDPR processing pipelines or triage services; or (ii) train with or search the User Data, then the User must consent to Yaak processing the data and potentially access the data for support, maintenance and debugging purposes.

11.6: The User may remove its User Data from the Service at any time. The User also has the option to make a copy of its User Data before removing it. The User must remove its User Data if it no longer has the rights required by these Terms. Removal of User Data from the Nutron Platform does not limit or terminate the licenses granted to such User Data pursuant to clause 11.3 above or require Yaak to: (a) recall User Data that is being used by other users; and/or (b) delete copies we reasonably need to keep for legal purposes

11.7: The User warrants that any User Data uploaded to the Nutron Platform does not infringe upon any rights of any third party, and that all User Data uploaded by the User complies with applicable laws, including data privacy laws. The User acknowledges that in case it uploads User Data that infringes third-party rights or violates applicable law it will be fully liable towards Yaak for all consequences of such infringement or violation.

11.8: Yaak is entitled, but not obliged, to ban and/or delete any content that Yaak deems inappropriate. If a User uploads content that is repeatedly deleted, Yaak is entitled to ban the User from using the Nutron Platform and the Service.

11.9: Yaak expressly reserves the right to limit or exclude any User’s use of and access to the Nutron Platform and the Service.

11.10: Any right not expressly granted to you in this agreement, including the Terms, remains the right of Yaak or the respective rights holders. This means, for example, that using the Service does not give you ownership of any intellectual property rights in the User Data you access.

12. CONFIDENTIALITY

12.1: “Confidential Information” includes all confidential and/or proprietary information (oral and/or written (including, written disclosures in electronic form or format or transmitted electronically)) and documentation available or appearing on the Nutron Platform which (i) is identified as such by Yaak at the time of disclosure or within a reasonable period of time thereafter, (ii) is marked as “confidential” or marked with a similar designation, (iii) any non-public business related information included in any content available on the Nutron Platform or visible to participants and users within the Nutron Platform, (iv) any content or information provided by other Users available through the Nutron Platform and Service, and (v) the User should reasonably know or understand to be, or should have reasonably known or understood to be, confidential information.

12.2: The User agrees that Confidential Information shall be kept confidential and used, accessed, and disclosed solely for and in connection with the use of the Nutron Platform. The User may not, without the prior express written consent of Nutron disclose or transfer Confidential Information to any third party.

13. COMPLAINTS

13.1: If you are dissatisfied with the Service, please contact Yaak at hello@yaak.ai.

13.2: If you are a consumer, you may also file a complaint with the Danish Competition and Consumer Authority via www.forbrug.dk. Furthermore, you may use the EU-Commission's online dispute resolution platform (the ODR platform). This is particularly relevant if you are a consumer living in another EU country than Denmark. The complaint can be filed at https://ec.europa.eu/consumers/odr/main/?event=main.complaints.screeningphase. When filing a complaint, you must state the email address of Yaak: hello@yaak.ai.

14. LIMITATION OF LIABILITY

14.1: The liability of both Yaak and the User is subject to the ordinary rules of Danish law, save for the exceptions and limitations as expressly set out in these Terms.

14.2: Yaak will only be liable for the Nutron Platform and excludes liability for any other products, services, tasks or services. In no event will Yaak be liable for the services, tasks or obligations to be performed by the User and/or any third party.

14.3: To the extent permitted by applicable mandatory law, Yaak will not be liable for any direct, indirect, punitive or other damages or losses including, without limitation, damages for loss of profits, business interruption, loss of data or the restoration thereof (except as expressly set out in clause 14.4 below), product liability or personal injury arising out of the use of or inability to use the Nutron Platform or data, including, but not limited to, business interruption, lost business or lost profits or savings. The aforesaid exclusions and limitations apply irrespective of whether such damages or losses are caused by acts or omissions by Yaak attributable to Yaak as negligent (including both gross and simple negligence) or incidental.

14.4: In regard to loss of data, the sole liability of Yaak is - to the extent commercially reasonable – to attempt to restore any lost data based on the most recent back-up copy available. Any and all liability for data irreversibly lost, irrespective of Yaak’s commercially reasonable efforts to restore such data, is limited in accordance with clause 14.5.

14.5: In addition to the exclusions and limitations of liability set forth in clauses 14.3 and 14.4, the entire liability of Yaak (whether in contract, tort, gross or ordinary negligence, strict liability, breach or termination of contract, claim of repayment or proportionate repayment, by statute or otherwise) to pay any damages, compensation or any other amounts during the term of these Terms is limited and capped to an aggregate amount equal to the total aggregate fee actually paid by the User to Yaak for the use of the Nutron Platform during the preceding twelve months prior to the act or omission that the liability arises from. Furthermore, Yaak's liability towards the User cannot in any circumstances, separately or all together, exceed the amount paid by the User in the last 12 months at the time of the relevant act or omission.

14.6: A party will not be liable for non-performance of its obligations (other than failure to pay any amounts due) in the event that a situation arises beyond its reasonable control, including failure or breakdown of telecommunications networks and lines, regulations by government authorities, lock-outs, strikes, infrastructure breakdowns, natural disasters, epidemics, pandemics, acts of terrorism, fires, floods, storms, fire storms, sabotage, vandalism, damages caused by computer virus, hacking, war, civil wars, riots, nuclear disaster, etc.

15. THIRD-PARTY RIGHTS AND INDEMNIFICATION

15.1: If Yaak's delivery of any Service violates third party's right, Yaak is entitled to (i) seek to acquire the User the right to use the delivery as provided, (ii) to terminate the violation by changing or replacing the delivery of choice, or (iii) terminate the agreement against repaying the consideration received.

15.2: If the User is notified and/or brought an action for infringement of third-party rights, the User is obliged to notify Yaak in writing thereof.

15.3: The User shall indemnify Yaak for any direct and indirect loss caused by third-party claims against Yaak if and to the extent such claim is caused (whether directly or indirectly) by any action or omission by the User.

16. SEVERABILITY

16.1: If any provision of these Terms is deemed invalid, void or for any reason unenforceable or in conflict with applicable law, such provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions of the Terms.

17. TERMINATION

17.1: The User can delete its Nutron account by emailing hello@yaak.ai.

17.2: Yaak is entitled to suspend or terminate the User's account at any time, for any or no reason, without giving notice and with immediate effect.

18. AMENDMENTS

18.1: Yaak reserves the right to make changes to these Terms at any time due to (i) technical features, (ii) developments in services and offers, (iii) changes in user behavior and/or (iv) price changes due to unforeseen costs, reduced or increased services offered, inflation and changes in legislation. The User has a right to terminate the agreement due to such changes in accordance with clause 17.1 above. Yaak will contact the User in advance concerning material changes. The User will be notified of immaterial changes to the Terms on the Nutron Platform and on the website.

18.2: The latest version of the Terms is always available on the Nutron Platform.

19. GOVERNING LAW AND VENUE

19.1: To the extent permitted by applicable mandatory law, the User’s agreement, including these Terms, is governed by Danish law.

19.2: To the extent permitted by applicable mandatory law, any dispute between Yaak and the User arising out of the Terms will be subject to the jurisdiction of the ordinary courts of Denmark, at Yaak's then-current venue.