18 Aug 2020

Terms of Use for Anti-Grooming Starter Kit

Post By: Safer / 6 min read

I understand the technique is not production level code, and acknowledge it will require engineering resources from my organization to reimplement and customize to my platform.

I agree to only use the anti-grooming technique to detect and prevent instances of suspected online grooming of children for sexual purposes.

If my application is approved, I acknowledge that Thorn may provide to Microsoft all information disclosed in this application.

The following definitions apply to these terms and conditions of use:  “SDK” means the software development kit, including all software code and algorithms, documentation, and modifications in the Code Repository.  “Code Repository” means the GitHub code repository located at https://github.com/thorn-community/anti-grooming. “Intent of Use” means the purpose in furtherance of the Purpose for which Company intends to use the SDK as disclosed in this application for the Project and approved by Thorn.  “Licensee Results” means the outputs the SDK generates in connection with Licensee’s use, including: (i) patterns detected and associated analysis with respect to potential grooming in Licensee’s platform traffic and (ii) ratings with respect to the results described in Section 1(d)(i) and other elements of Licensee’s platform. “Microsoft Code” means any and all Microsoft software code and algorithms that are a part of the SDK and delivered to Licensee under this Agreement.  “Modifications” means any modifications made to the SDK or any part thereof by or on behalf of Licensee.  “Project” means Thorn’s management of the Code Repository for the Purpose.  “Purpose” means protecting children from sexual exploitation and abuse, including by developing technology designed to detect or prevent such exploitation and abuse.  “Qualifications” means the qualification criteria that all licensees to the SDK must meet, as determined and updated by Thorn from time to time.

Subject to Company's continuing satisfaction of the Qualifications, the license granted by the approval of this Application is a limited, revocable, non-exclusive, non-transferable license, without right of sublicense, to download from the Code Repository, use, modify, and reproduce the SDK solely internally pursuant to the Intent of Use.

Use of the SDK must be strictly limited to the Purpose defined above and may not be for a commercial basis.  Company may not sell, lease, license, sublicense, distribute, or otherwise allow any third parties to use the SDK.  Company may not use the SDK at any locations other than Company's offices controlled and occupied by Licensee.  Company will restrict access to the SDK to its employees and consultants that must have access in order for Company to use the SDK for the Purpose.  Company will not permit access to the SDK by any other third party.  Company will be fully responsible for the conduct of any of its employees or consultants that breach these terms and conditions.  Company will notify Thorn of any breach of these terms or conditions or a situation in which it would appear that the SDK was prejudiced or exposed to loss.  Upon the request of Thorn, Company will take all reasonable steps to recover any portion of the SDK that are disclosed, stolen, or otherwise compromised.

Company will only use the Modifications internally, on a non-commercial basis.  Company will not (i) use the Company Results other than for its internal business purposes; or (ii) disclose the Company Results to any third parties.  Company will maintain the confidentiality of the Company Results using the same level of protection as it uses for its own confidential information, but in no event less than reasonable care.

Thorn will not provide any customer service or technical support with respect to the SDK and the Code Repository.  Thorn is not obligated to provide any updates, upgrades, or bug fixes beyond those it makes available in the SDK.

The SDK is licensed, not sold, by Thorn to Company.  As between Thorn and Company, Thorn owns and retains all right, title, and interest, including all intellectual property rights, in and to the SDK.  Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to Company.

In the event that Company wishes to disclose, publish, or otherwise make any Modifications available to third parties, it must share the Modifications with Thorn and apply for Thorn’s inclusion of the Modifications in the SDK.  If Company applies to have any Modifications deposited into the Code Repository and Thorn approves of such application, Company thereby grants to Thorn a non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide license to use, reproduce, modify, and otherwise exploit all intellectual property rights in such Modifications.

Thorn reserves the right to revise the Qualifications at any time either by (a) notifying Company of the changes (notice by e-mail is sufficient); or (b) updating the Qualifications posted on the Project’s website. It is Company’s responsibility to periodically check the Project’s website for updates to the Qualifications, and to ensure its continued compliance therewith.  Company will, upon request from Thorn, demonstrate its fulfillment of the Qualifications and compliance with the Intent of Use, including without limitation by completing a self-reporting document provided by Thorn.  Thorn may terminate the License at any time if it determines, in its sole discretion, that Company does not satisfy the then-effective Qualifications.

Thorn may, subject to Company’s prior written consent, (i) refer to Company as a participant in the Project; and (ii) use Company’s trademarks in such reference.  Company may not use any of Thorn’s trademarks or any trademarks otherwise used in connection with the Code Repository or the SDK without the written consent of Thorn.

If Company chooses to provide any feedback or input with respect to the SDK to Thorn, then Company thereby grants Thorn a non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide right to use, disclose, reproduce, license or otherwise distribute, and exploit the feedback or input in any manner.

By accepting the SDK, Company acknowledges that Company will have access to Thorn’s valuable information that is secret, confidential, and not generally known to the public.  In order to protect these trade secrets and the proprietary know-how contained in the SDK, Company will maintain the confidentiality of and not disclose to any third party: (i) the terms of this Agreement, (ii) all non-public information disclosed by Thorn to Company under this Agreement, and (iii) the SDK and all information obtained through Company’s use of the SDK.  Company may disclose such information to its employees and consultants who (i) have a need to know for Company to exercise its rights under this Agreement; and (ii) are made subject to this confidentiality requirement.

The License granted to Company will automatically terminate without notice if Company breaches any of these terms or conditions or for any or no reason upon 5 business days notice.  Upon the termination of this Agreement, Company will (i) discontinue all access to the Code Repository and use of the SDK; (ii) uninstall the SDK from its systems; (iii) destroy or return to Thorn all copies of the SDK and Modifications; and (iv) promptly provide Thorn with written confirmation of Company’s compliance with these requirements.

Company represents and warrants that: (i) any representation Company makes to Thorn, including with respect to its Intent of Use, is truthful and accurate; (ii) Company owns or has the necessary right to use any data or other materials it uses in combination with the SDK; (iii) Company’s use of the SDK will be in compliance with all applicable laws and regulations; (iv) Company will only use the SDK, any part thereof, and the Modifications as permitted under this Agreement; and (v) no Modifications will infringe on the rights of any third party.

Company will defend, indemnify, and hold harmless Thorn and Thorn’s licensors against any claims arising from Company’s breach of the foregoing representations and warranties.  Microsoft is an intended third party beneficiary with respect to claims arising from Company’s misuse of Microsoft Code and any derivative works thereof, and it has the right to enforce any rights it may have hereunder.

COMPANY ACKNOWLEDGES THAT THE SDK IS MERELY A FRAMEWORK WHICH COMPANY MAY COMBINE WITH ITS OWN TEXT-BASED CHAT DATA TO PRODUCE THE COMPANY RESULTS, WHICH REQUIRES PROPER IMPLEMENTATION BY COMPANY TO OPERATE.  THE SDK IS PROVIDED “AS IS.”

NEITHER THORN NOR ITS LICENSORS WARRANT THAT THE SDK WILL OPERATE WITHOUT ERROR OR INTERRUPTION.  THORN EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, COMPLETENESS, AND FTNESS FOR A PARTICULAR PURPOSE, INCLUDING WITH RESPECT TO THE SDK AND ANY PART THEREOF, THE CODE REPOSITORY, AND THE COMPANY RESULTS.

THE TOTAL LIABILITY OF THORN ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $100.  IN NO EVENT WILL THORN HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES.  THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

These terms and conditions are governed by the laws of the State of California, without reference to conflict of law principles.  Company will comply in all respects with all U.S. and foreign export and re-export laws and regulations applicable to the SDK.

Company may not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of Thorn.  Company acknowledges that a breach of these terms and conditions by Company may cause irreparable harm to Thorn and that Thorn will be entitled to seek an injunction or other equitable remedies.

By submitting the application, you are indicating that you are authorized to agree to the above and conditions on behalf of the Company.