Terms of Service

1. Eligibility and Authority

You must be at least 18 years old to use the Service.

The Service is intended for professional, business, governmental, educational, research, and other lawful operational use. If you access or use the Service on behalf of a company, agency, department, institution, or other legal entity (an "Organization"), you represent and warrant that:

• you have authority to bind that Organization to these Terms;
• you are authorized to act on behalf of that Organization with respect to the Service; and
• references to "you" in these Terms include both you individually and that Organization.

If you do not have that authority, you may not use the Service on behalf of the Organization.

2. The Service

DIVA is a web-based platform for forensic and technical video analysis. The Service may enable users to upload video and related files and to extract, analyze, view, organize, export, and report on video-related information, including container, stream, frame, timing, and other characteristics.

The Service may evolve over time. Subject to applicable law, we may add, remove, modify, suspend, or discontinue any feature, functionality, content, integration, or part of the Service at any time, with or without notice.

We may also impose limits on certain features or restrict access to parts of the Service.

3. Accounts

To access certain features, you may need to create an account.

You agree to:

• provide accurate, current, and complete information;
• keep your account information up to date;
• maintain the confidentiality of your login credentials;
• promptly notify us at support@diva-technologies.com of any suspected or actual unauthorized access, security incident, or misuse involving your account; and
• be responsible for activity that occurs under your account, whether or not authorized by you, to the extent permitted by law.

You may not share your account credentials except as expressly permitted by the Service.

We may reject, suspend, or require replacement of any username, display name, or account identifier that, in our reasonable judgment, is misleading, offensive, infringing, or otherwise inappropriate.

4. Organization Accounts and Administrators

If your account is associated with an Organization, that Organization may designate one or more administrators ("Org Admins").

Org Admins may be able to:

• add, remove, suspend, or manage users;
• access or manage Organization workspaces, projects, settings, billing information, and permissions;
• access, export, share, transfer, or delete User Content, Outputs, and related records associated with Organization accounts; and
• receive operational, usage, or billing-related information concerning Organization accounts.

DIVA is entitled to rely on instructions from Org Admins regarding Organization-managed accounts. Disputes between a user and an Organization regarding account or content access are matters between that user and the Organization.

5. Subscriptions, Billing, Automatic Renewal, and Cancellation

Some features of the Service require payment of fees, including recurring subscription fees.

5.1 Paid Plans

If you purchase a paid plan, you agree to pay all fees, charges, and applicable taxes disclosed to you at the time of purchase. Fees are stated in U.S. dollars unless otherwise indicated.

Payments are processed by Stripe or another payment processor we designate. Certain billing actions (such as viewing invoices or updating payment details) may be handled through the Stripe customer portal or another billing interface we provide.

5.2 Automatic Renewal

If you purchase a subscription, your subscription will automatically renew at the end of each billing period unless you cancel before renewal.

Before you complete your purchase, we will present the material subscription terms in a clear and conspicuous manner, including, as applicable:

• the recurring subscription price;
• the billing interval;
• whether the subscription renews automatically;
• any trial, introductory, or promotional pricing terms;
• any minimum commitment period; and
• the method for cancellation.

By completing the purchase, you authorize DIVA and its payment processor to charge the payment method you provide for the applicable recurring fees and taxes at each renewal until you cancel.

5.3 Acknowledgment of Subscription Terms

After purchase, we may provide an acknowledgment by email, through the Service, through the billing portal, or by another means we make available. That acknowledgment may include the material automatic renewal terms, cancellation instructions, and other required disclosures.

5.4 Cancellation

Subscription cancellation is handled through support. To request cancellation, contact support@diva-technologies.com.

Unless otherwise stated at checkout, in a plan description, or required by applicable law:

• cancellation stops future renewals;
• cancellation does not entitle you to a refund for the current billing period; and
• your access to paid features continues through the end of the then-current paid billing period.

For security, we may require additional information to verify your identity or authorization to act on behalf of an Organization before processing a cancellation request.

5.5 Changes to Fees

We may change subscription fees, plan features, or billing structures from time to time. To the extent required by law, we will provide advance notice of any material fee change before it takes effect for your next renewal or charge.

5.6 Taxes

You are responsible for any sales, use, value-added, withholding, or similar taxes, duties, or levies associated with your purchase or use of the Service, other than taxes based on DIVA's net income.

5.7 Refunds

Except as required by applicable law or expressly stated by us in writing, fees are non-refundable. If we provide a refund, credit, or other adjustment in one instance, we are not obligated to do so in the future.

For billing questions, contact support@diva-technologies.com.

6. License to Use the Service

Subject to your compliance with these Terms and payment of applicable fees, DIVA grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal lawful business, professional, governmental, educational, research, or other authorized purposes.

You may not use the Service for the benefit of a third party except as expressly permitted by the Service or by a separate written agreement with DIVA.

7. Ownership and Intellectual Property

The Service, including all software, code, user interfaces, workflows, designs, text, graphics, branding, documentation, templates, databases, compilations, and underlying technology, and all intellectual property rights in and to the foregoing, are owned by or licensed to DIVA.

Except for the limited rights expressly granted in these Terms, no rights, title, or interest are granted to you by implication, estoppel, or otherwise. DIVA reserves all rights not expressly granted.

7.1 Feedback

If you provide suggestions, comments, ideas, enhancement requests, or other feedback relating to the Service ("Feedback"), you grant DIVA a perpetual, irrevocable, worldwide, non-exclusive, sublicensable, transferable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, display, perform, and otherwise exploit that Feedback for any lawful purpose without restriction, notice, or compensation to you.

8. User Content, Outputs, and Service Data

8.1 User Content

You may upload, submit, store, transmit, or otherwise make available video files, documents, metadata, images, project materials, notes, and other content through the Service ("User Content"). As between you and DIVA, you retain all right, title, and interest in and to your User Content.

8.2 Outputs

The Service may generate reports, exports, analyses, metadata extracts, visualizations, derived images, and other results based on your User Content and your use of the Service ("Outputs"). As between you and DIVA, and subject to DIVA's ownership of the Service and underlying technology, you own the Outputs generated from your User Content through your authorized use of the Service.

8.3 Authorization to Process Content

You authorize DIVA (and our service providers and subprocessors acting on our behalf) to host, store, back up, process, analyze, transmit, and display your User Content and Outputs only as reasonably necessary to:

• provide, operate, maintain, and support the Service;
• authenticate users and administer accounts and organizations;
• perform analyses and generate Outputs you request;
• protect the Service and users (including fraud prevention, abuse prevention, and security monitoring and incident response);
• troubleshoot issues you report or that materially affect service operation (including investigating errors and reliability problems); and
• comply with law, regulation, legal process, or valid governmental request.

We do not access or use User Content for any purpose other than providing, securing, and supporting the Service as described above.

We may use deidentified and aggregated information derived from use of the Service for analytics, security, operational, and product improvement purposes, provided that such information does not identify you or your Organization as the source.

8.4 Your Responsibilities

You represent and warrant that:

• you own or control all rights necessary to upload, submit, store, process, and use User Content in connection with the Service;
• your User Content and use of the Service do not violate any law, regulation, court order, contractual obligation, privacy right, publicity right, intellectual property right, or other right of any person or entity;
• you have obtained all permissions, notices, and consents required to upload and process User Content, including where User Content contains personal information, confidential information, law-enforcement-sensitive material, or information relating to third parties; and
• you are solely responsible for the legality, accuracy, quality, integrity, and appropriateness of User Content and for how you use any Outputs.

8.5 Confidentiality of User Content

DIVA will treat User Content as confidential and will not disclose it to third parties except:

• as directed or authorized by you or your Organization;
• as described in the Privacy Policy;
• to service providers and subprocessors acting on our behalf and subject to appropriate obligations;
• as necessary to provide, secure, maintain, or support the Service; or
• as required by law, legal process, or valid governmental request.

9. Acceptable Use Restrictions

You agree to use the Service only in compliance with these Terms and applicable law. You will not, and will not permit others to:

• use the Service for any unlawful, fraudulent, deceptive, infringing, or abusive purpose;
• upload, process, store, or transmit User Content unless you have the rights and authority to do so;
• access or use the Service in a manner that violates privacy, confidentiality, export control, sanctions, or surveillance laws;
• reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, trade secrets, or underlying ideas or algorithms of the Service, except to the extent such restriction is prohibited by applicable law;
• bypass, disable, interfere with, or circumvent security features, access controls, authentication measures, rate limits, metering, or usage restrictions;
• probe, scan, test, or exploit vulnerabilities in the Service or any related system or network without express written authorization;
• introduce malware, ransomware, spyware, Trojan horses, worms, time bombs, or other harmful code or material;
• access the Service using bots, scrapers, crawlers, or automated means not expressly permitted by us;
• interfere with or disrupt the integrity, performance, or availability of the Service or third-party systems used with the Service;
• use the Service to build, train, improve, benchmark, or validate a competing product or service, except as expressly permitted by law;
• remove, alter, or obscure proprietary notices or labels; or
• use the Service in a way that could damage, disable, overburden, or impair the Service or others' use of it.

10. AI-Assisted Features and OCR Processing

Certain features of the Service may use optical character recognition, machine learning, or other AI-assisted processing, including timecode OCR and related analysis features.

If you use those features, you acknowledge and agree that:

• the Service may generate derived images, frames, excerpts, or other artifacts from your User Content;
• those derived artifacts, along with related prompts, metadata, or instructions reasonably necessary to perform the requested analysis, may be transmitted to and processed by third-party providers, including Google Gemini, including through Vertex AI when operated in Google Cloud;
• such processing is performed solely to provide the feature or analysis you requested; and
• you are responsible for ensuring you have all rights, permissions, notices, and legal authority necessary to submit such content for processing.

AI-assisted and OCR outputs may be incomplete, inaccurate, or erroneous. You are solely responsible for reviewing and validating any such outputs before relying on them.

11. Third-Party Services

The Service relies on third-party services, infrastructure, software, APIs, hosting, payment processors, communications tools, and other providers, including Google Cloud / Firebase and Stripe.

Your use of third-party services may be subject to those providers' separate terms, conditions, and privacy policies. DIVA is not responsible for third-party services, including their availability, security, performance, acts, omissions, or policies.

12. Privacy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

13. Professional Use; No Legal Advice; Validation of Results

The Service provides technical tools intended to assist with forensic, investigative, and analytical workflows. The Service does not provide:

• legal advice;
• expert witness services;
• certification of evidence;
• guarantees of authenticity, admissibility, evidentiary sufficiency, or chain of custody; or
• guarantees that any output will satisfy a legal, regulatory, evidentiary, agency, or court standard.

You are solely responsible for:

• preserving original source material;
• maintaining chain of custody and audit requirements where applicable;
• validating the accuracy, completeness, and suitability of Outputs;
• complying with applicable law, policy, procedure, and evidentiary requirements; and
• determining whether and how the Service, User Content, and Outputs may be used in any operational, investigative, administrative, or legal context.

14. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." DIVA AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

WITHOUT LIMITING THE FOREGOING, DIVA DOES NOT WARRANT THAT:

• THE SERVICE WILL MEET YOUR REQUIREMENTS;
• THE SERVICE OR OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, OR FIT FOR A PARTICULAR PURPOSE;
• THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;
• DEFECTS WILL BE CORRECTED; OR
• THE SERVICE OR ANY CONTENT TRANSMITTED THROUGH IT WILL BE FREE OF HARMFUL COMPONENTS.

Some jurisdictions do not allow certain disclaimers, so some of the above disclaimers may not apply to you.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DIVA OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, DATA, GOODWILL, USE, SAVINGS, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIVA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF:

1. ONE HUNDRED U.S. DOLLARS (US $100); OR
2. THE AMOUNT YOU PAID TO DIVA FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you.

16. Indemnification

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless DIVA and its affiliates, licensors, service providers, and their respective officers, directors, employees, contractors, and agents from and against any third-party claims, actions, proceedings, liabilities, damages, judgments, settlements, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• your User Content;
• your Outputs;
• your use or misuse of the Service;
• your violation of these Terms; or
• your violation of any law or the rights of any third party.

DIVA reserves the right, at its expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with DIVA's defense of that matter.

17. Suspension and Termination

We may suspend, restrict, or terminate your access to all or any part of the Service, with or without notice, if:

• we reasonably believe you have violated these Terms;
• we reasonably believe suspension is necessary to protect the Service, DIVA, our users, third parties, or the public;
• we are investigating suspected misconduct, abuse, fraud, or security issues;
• your payment is overdue or your payment method fails;
• we are required to do so by law or at the direction of a court, regulator, or governmental authority; or
• we discontinue the Service or a portion of it.

You may stop using the Service at any time. If you wish to terminate your account, you may do so through the Service where available or by contacting us.

Termination or suspension does not relieve you of any obligation to pay amounts accrued before termination.

17.1 Effect of Termination

Upon termination or expiration of your account or subscription:

• your right to access and use the Service will end, except as otherwise provided by us or required by law;
• some or all User Content and Outputs may become unavailable immediately or after a limited retention period;
• DIVA may delete or de-identify User Content, Outputs, account records, and related data in accordance with our retention practices and the Privacy Policy; and
• backups, logs, billing records, audit records, and legally required records may be retained for a limited period or as otherwise required.

18. Dispute Resolution; Binding Arbitration; Class Action Waiver

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court and to have a jury trial.

18.1 Informal Resolution First

Before initiating arbitration or filing a claim, the party asserting the dispute must first send written notice describing the nature of the dispute and the relief sought.

If you have a dispute with DIVA, you must send your notice to support@diva-technologies.com. We will attempt in good faith to resolve the dispute informally.

If the dispute is not resolved within 30 days after notice is received, either party may proceed as permitted under this Section.

18.2 Agreement to Arbitrate

Except for the claims described in Section 18.4, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between you and DIVA will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its applicable rules.

If you are an individual using the Service primarily for personal, family, or household purposes, the AAA Consumer Arbitration Rules may apply. Otherwise, the AAA Commercial Arbitration Rules will apply.

The arbitration will be conducted by a single arbitrator in English. The arbitration may be conducted remotely by videoconference, by submission of documents, or in another manner permitted by the applicable AAA rules, unless the arbitrator determines an in-person hearing is required.

The arbitrator may award the same individual relief that a court of competent jurisdiction could award under applicable law. Judgment on the arbitration award may be entered in any court having jurisdiction.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

18.3 Fees

Payment of filing, administration, case management, and arbitrator fees will be governed by the applicable AAA rules and applicable law. If the AAA Consumer Arbitration Rules apply, DIVA will pay fees to the extent required by those rules.

18.4 Exceptions

Nothing in this Section prevents either party from:

• bringing an individual action in small claims court if the claim qualifies and remains in that court;
• seeking temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, breach of confidentiality, unauthorized access, or other misuse of intellectual property, systems, or data; or
• bringing a claim that cannot legally be subject to arbitration.

18.5 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND DIVA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING.

Unless both you and DIVA agree otherwise, the arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

18.6 Opt-Out Right

You may opt out of this arbitration agreement and class action waiver by sending an email to support@diva-technologies.com within 30 days after you first accept these Terms.

Your opt-out email must include:

• the subject line "Arbitration Opt-Out";
• your full name;
• the email address associated with your account; and
• a clear statement that you wish to opt out of arbitration and the class action waiver.

If you opt out, neither you nor DIVA will be bound by this Section 18.

19. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service will be governed by the laws of the State of California, United States, without regard to its conflict-of-laws principles, except to the extent superseded by the Federal Arbitration Act.

20. Changes to These Terms

We may update these Terms from time to time.

If we make material changes, we may provide notice by posting the updated Terms through the Service, by updating the effective date, by email, or by another reasonable method.

Except where prohibited by law, the updated Terms will become effective on the stated effective date. By continuing to access or use the Service after the updated Terms become effective, you agree to the revised Terms.

If you do not agree to the revised Terms, you must stop using the Service.

21. Miscellaneous

21.1 Entire Agreement

These Terms and any policies or documents incorporated by reference, including the Privacy Policy, constitute the entire agreement between you and DIVA regarding the Service and supersede all prior or contemporaneous understandings relating to the Service, except for any separate written agreement between you and DIVA.

21.2 Severability

If any provision of these Terms is held unlawful, invalid, or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

21.3 Waiver

No waiver of any provision of these Terms will be deemed a further or continuing waiver of that provision or any other provision, and DIVA's failure to enforce any right or provision is not a waiver.

21.4 Assignment

You may not assign, delegate, or transfer these Terms or any rights or obligations under them without DIVA's prior written consent. Any attempted assignment in violation of the foregoing is void.

DIVA may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

21.5 Force Majeure

DIVA will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, labor disputes, internet or utility failures, acts of war or terrorism, civil unrest, governmental actions, epidemics, pandemics, or failures of service providers.

21.6 Survival

The following sections will survive any expiration or termination of these Terms or your use of the Service: Sections 4, 5 (to the extent of accrued payment obligations), 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17.1, 18, 19, and 21, and any other provision that by its nature should survive.

22. Contact Information

If you have questions about these Terms, contact:

DIVA Technologies
Email: support@diva-technologies.com

You may also contact us through the Help page in the Service, if available.