PLEASE READ THIS END-USER LICENSE AGREEMENT CAREFULLY. BY CLICKING TO ACCEPT, ACCESSING OR USING AN UMNAI PRODUCT, ACCEPTING A CLOUD MARKETPLACE OFFER, OR EXECUTING AN ORDER, YOU AGREE TO BE BOUND BY THIS EULA. THIS EULA TAKES EFFECT ON THE EARLIEST OF THOSE EVENTS (THE 'EFFECTIVE DATE'). IF YOU ACCEPT THIS EULA ON BEHALF OF AN ORGANISATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ORGANISATION. IF UMNAI AND THE CUSTOMER HAVE ENTERED INTO A SEPARATELY NEGOTIATED AGREEMENT GOVERNING THE SAME UMNAI PRODUCT, THAT AGREEMENT PREVAILS TO THE EXTENT OF ANY CONFLICT.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT INSTALL, ACCESS OR USE THE UMNAI PRODUCTS.
1. Agreement Scope
This End-User License Agreement ("EULA") is a legal agreement between the person or legal entity accessing or using the UMNAI Products ("Client", "User" or "you") and UMNAI Limited, a limited liability company with its principal place of business at Quantum House, 75 Abate Rigord Street, Ta' Xbiex XBX1120, Malta ("UMNAI", "us", "we" or "our"). It governs Client's access to and use of the UMNAI Products. This EULA is intended for business use. Each individual accepting it on behalf of a Client represents that they have authority to bind that Client.
Authorised User: an employee, contractor or other individual whom Client authorises to use an UMNAI Product for Client's benefit and for whom Client is responsible.
UMNAI Products: the UMNAI software, hosted services, artificial intelligence and machine-learning models, APIs, user interfaces, SDKs, documentation and related functionality identified in an Order, including the UMNAI Decision Intelligence product, Decision Deck and Agentflow.
Order: a Statement of Work, Commercial Terms or other ordering document accepted by UMNAI that identifies the UMNAI Products, scope and applicable commercial terms.
Solutions and Services Agreement: a separately executed agreement between UMNAI and Client governing the provision of solutions and services, if applicable.
Statement of Work or SOW: a statement of work, project schedule or similar document accepted by both Parties that specifies the scope, deliverables, responsibilities or terms for particular solutions or services.
Commercial Terms: an order form, quotation, marketplace subscription or entitlement, accepted private offer, pricing schedule or other commercial document accepted by UMNAI.
Access Channel: an authorised user interface, API, SDK, command-line interface, cloud marketplace, cloud service provider interface or other interface made available or approved by UMNAI.
Deployment Model: an UMNAI-hosted cloud service, a Cloud Service Provider-hosted or Client-cloud deployment, or an On-Premises Deployment, in each case only as specified in an Order.
Client Data and Content: "Client Data" means data, content and materials submitted to or processed by an UMNAI Product on Client's behalf. Client may provide input ("Input") and receive results, predictions, explanations, recommendations, generated content or actions ("Output"). Input and Output are collectively "Content".
Documentation: UMNAI's then-current user, technical, security and usage documentation for the applicable UMNAI Product. "Third-Party Services" means products, models, infrastructure, data or services supplied by a third party, including a Cloud Service Provider.
2. License Grant
a. Subject to Client's compliance with this EULA and the applicable Order, UMNAI grants Client, during the applicable Order Term, a limited, non-exclusive, non-transferable (except as permitted under this EULA), non-sublicensable right to permit its Authorised Users to access and use the specified UMNAI Products through the approved Access Channels and Deployment Model, solely for Client's internal business purposes and in accordance with the Documentation. Suspension, expiry and termination of those rights are governed by this EULA and the applicable Solutions and Services Agreement, SOW and Commercial Terms, in each case subject to the order of precedence in clause 16. Nothing in an Order limits UMNAI's suspension or termination rights under clause 13 unless a Solutions and Services Agreement signed by both Parties expressly states otherwise.
b. The applicable Order identifies the UMNAI Product, edition, Order Term, Access Channels, Deployment Model, usage limits, licence metrics, fees and any product-specific terms. Each accepted Order is incorporated into this EULA. Client Affiliates may use an UMNAI Product only if expressly included in the Order, and Client remains responsible for their compliance.
c. For hosted services, cloud deployments and APIs, Client receives only the access and use rights expressly stated in the Order. A licence to install or operate object-code software, containers or model artefacts is granted only where the Order expressly identifies an On-Premises Deployment or other Client-controlled deployment.
d. On-Premises Deployment: UMNAI may make certain UMNAI Products available for installation within Client-controlled infrastructure. No on-premises rights are granted, and no availability commitment is made, unless an Order expressly identifies an On-Premises Deployment. Subject to that Order, Client may install and operate the specified object-code software, containers and model artefacts at the authorised sites and within the licensed capacity during the Order Term. Client is responsible for its infrastructure, operating environment, network security, identity and access management, backups, disaster recovery and compliance. Updates, support, permitted environments, licence metrics, telemetry, remote support, audit and end-of-support arrangements shall be stated in the applicable On-Premises Schedule. Client Data remains within Client's environment except for support data or telemetry expressly identified in the Order or Schedule.
e. Certain components may be supplied under open-source or other third-party licences identified in the applicable notices or Documentation. Those licences govern the relevant components to the extent required by their terms. Except for those components, this EULA governs the UMNAI Products. UMNAI will make applicable open-source notices available with the relevant release or on request.
3. Use of the UMNAI Products
a. Permitted Use: Without prejudice to clause 2, Client may use the UMNAI Products as described in the applicable Order and Documentation, including to process and analyse data, create or execute models, generate predictions and explanations, support decisions, configure workflows and agents, and integrate authorised systems through an approved API or other Access Channel.
b. Prohibited Use: Client shall not, and shall not permit any third party to, use an UMNAI Product in violation of this EULA, the Documentation or any applicable Acceptable Use Policy, including by:
1. Reverse engineering, decompiling, translating or disassembling an UMNAI Product, or attempting to derive its source code, model weights, non-public algorithms or underlying systems, except to the limited extent that such restriction is prohibited by applicable law or necessary to exercise a non-waivable interoperability right;
2. Distributing, redistributing, renting, leasing, sublicensing, selling or otherwise transferring an UMNAI Product or any right under this EULA to a third party, except as expressly authorised in an Order;
3. Modifying or creating derivative works of an UMNAI Product, except for configurations, workflows, prompts, integrations and other customisation expressly supported by the Documentation;
4. Removing or altering any proprietary notice, safety notice, disclosure, watermark or machine-readable provenance marking included in an UMNAI Product or Output;
5. Using an UMNAI Product in a manner that could harm, disable, overburden, interfere with or disrupt the UMNAI Product, its security or any related service or network;
6. Using non-public elements of an UMNAI Product, or systematically extracted Output, to develop or train a substantially similar or competing product, service or model, except where UMNAI has expressly authorised that use in writing;
7. Using an UMNAI Product in violation of applicable law, including applicable artificial intelligence, data protection, intellectual property, export control and sanctions laws;
8. Using an UMNAI Product in connection with a military system or a controlled dual-use application without UMNAI's prior written approval and compliance with all applicable export-control and end-use restrictions;
9. Using an UMNAI Product in a manner that infringes, misappropriates or otherwise violates any person's rights;
10. Using an automated or programmatic method to scrape or extract data, model information or Output except through an authorised API or as otherwise permitted by the Documentation;
11. Misrepresenting AI-generated or AI-assisted Output as exclusively human-generated where that representation would be deceptive or contrary to applicable law, or circumventing any legally required transparency mechanism;
12. Buying, selling, sharing or transferring API keys, access tokens or credentials except to an Authorised User through Client's approved credential-management process;
13. Submitting personal data relating to a minor unless the applicable use is expressly authorised by UMNAI in writing and Client has a valid legal basis, appropriate notices and all required safeguards;
14. Disabling, bypassing or materially interfering with a safety, monitoring, access-control, disclosure, provenance or human-oversight feature; introducing malware or a prompt-injection or other instruction intended to obtain another person's data, non-public system prompt, credential, secret or protected model information;
15. Using an UMNAI Product for a practice prohibited by applicable artificial-intelligence law, or as a high-risk or otherwise specially regulated AI system, unless that regulated use is expressly identified and authorised in an Order and Client complies with the agreed conditions; provided that a legally prohibited practice cannot be authorised; or
16. Placing an UMNAI Product on the market under Client's name, changing its intended purpose, or making a substantial modification or comparable change under applicable law that would cause Client or UMNAI to assume a different regulated role or materially change the Product's legal classification, without first notifying UMNAI and obtaining any approval required under the Documentation or applicable Order.
c. User Responsibilities: Client is responsible for its Authorised Users; the legality, accuracy, quality and representativeness of Client Data; its intended use, deployment context, configurations, instructions and integrations; and the security of its accounts, credentials, API keys and deployment environment. Client shall determine and document the legal requirements applicable to its use, including any lawful basis, notice, assessment, consultation, registration, record-keeping or affected-person safeguard assigned to a deployer or user. Client shall apply least-privilege access, comply with documented limits, appoint personnel with appropriate authority and competence, take proportionate measures to support AI literacy and role-appropriate training, maintain appropriate human oversight, independently validate material Outputs before relying on them, monitor its deployed use for material error, misuse or disproportionate impact, and use the UMNAI Products only in supported jurisdictions and in compliance with applicable sanctions and export-control requirements. Where an individual uses the service under an organisation’s Client account, the organisation is the Client and the individual is an Authorised User bound by the user-applicable restrictions.
d. Third-Party Services, Cloud Providers and Marketplaces: Third-Party Services used with an UMNAI Product, including cloud infrastructure, model services, identity providers, data sources and target systems, are governed by their providers' terms. Client may acquire or access an UMNAI Product through a Cloud Service Provider or marketplace, including AWS. The provider's terms govern Client's marketplace account, infrastructure, billing and services supplied by that provider, while this EULA governs use of the UMNAI Product. Unless expressly stated otherwise, the provider is not a party to this EULA, UMNAI is not responsible for Third-Party Services, and Client is responsible for separate infrastructure, model-service and data-transfer charges. A marketplace subscription, entitlement, private offer or accepted order constitutes an Order under this EULA.
e. Decision Support and Human Oversight: UMNAI Products provide decision-support capabilities and do not replace Client's judgement, governance or legal obligations. Client is responsible for determining whether an Output is appropriate for its use case, establishing review, override and escalation controls, and making final decisions. Before using an Output for a decision with legal or similarly significant effects, Client shall validate it against appropriate evidence, apply professional judgement and provide any explanation, contestability or human reconsideration required by law. A prohibited use may not be authorised. A high-risk or otherwise specially regulated use requires an Order that expressly identifies the intended purpose and any agreed system-specific controls.
f. Agentflow and External Actions: Where Client configures Agentflow or another UMNAI Product to call tools, access data or perform actions in an external system, Client authorises those actions and is responsible for tool selection, credentials, permissions, target-system terms, approval gates and consequences. Client shall use least-privilege credentials and appropriate human approval for material, irreversible or high-impact actions. UMNAI is not responsible for an external system's availability, output or conduct.
g. AI Transparency and Compliance: Each Party shall comply with artificial-intelligence laws applicable to its actual role in relation to the relevant UMNAI Product; legal roles and classifications are determined by the facts and applicable law, not solely by contractual labels. UMNAI will provide disclosures, instructions and machine-readable markings legally required of it and reasonably available system information required for Client's authorised compliant deployment, subject to confidentiality, security, intellectual-property and third-party restrictions. Client shall make disclosures and complete measures required of a deployer or user, preserve required markings and records available to it, and not use an UMNAI Product to circumvent a legal transparency, human-oversight or affected-person safeguard.
h. AI Incidents and Corrective Action: Client shall notify UMNAI without undue delay after becoming aware of a serious incident, material malfunction, unlawful discriminatory outcome, material safety issue, credible misuse or regulatory investigation relating to an UMNAI Product that may reasonably require UMNAI to act. The Parties shall reasonably cooperate, within their respective control and subject to applicable law, to investigate, preserve relevant evidence and implement required corrective measures. UMNAI may restrict or suspend affected functionality where reasonably necessary to prevent material harm, comply with law or investigate a credible issue and, where practicable, will give notice and limit the measure to the affected use. Client shall promptly stop or modify a deployment when reasonably instructed for a substantiated safety or legal reason.
4. Intellectual Property
a. The UMNAI Products and all related software, models, model weights, algorithms, interfaces, designs, Documentation, improvements and intellectual property rights are and shall remain the exclusive property of UMNAI and its licensors. Client receives only the rights expressly granted under this EULA and the applicable Order. Client Data and Client Artefacts are addressed in clause 5.
b. Except for the express licence rights granted under clause 2, this EULA does not grant Client any right, title or interest in UMNAI's patents, copyrights, trademarks, trade secrets or other proprietary rights. No rights are granted by implication, estoppel or otherwise.
c. If Client provides feedback, suggestions or ideas regarding an UMNAI Product ("Feedback"), Client grants UMNAI a perpetual, irrevocable, royalty-free, worldwide licence to use and incorporate that Feedback without compensation, provided that Feedback does not include Client Data or Client Confidential Information and UMNAI does not identify Client as its source without permission.
5. Content
a. Client Data, Client Artefacts and Output. As between the Parties, Client retains all right, title and interest in Client Data and Input and, subject to the remainder of this clause, in configurations, workflows and artefacts created specifically for Client and expressly identified as Client deliverables in an applicable Order ("Client Artefacts"). Client Artefacts do not include: (i) the UMNAI Products; (ii) any technology, software, models, model weights, system prompts, algorithms, methods, processes, designs, templates, connectors, integration logic, tools, Documentation, generic configurations or workflows, or other materials owned, developed or acquired by UMNAI before the applicable Order or developed independently of Client Data or Client Confidential Information; (iii) any improvement, modification, derivative, adaptation or reusable component of the foregoing; or (iv) UMNAI's general knowledge, skills, experience, ideas, concepts, techniques or residual know-how, whether or not used in creating a Client Artefact (collectively, "UMNAI Background Technology"). UMNAI and its licensors retain all right, title and interest in UMNAI Background Technology and all reusable or generally applicable components, including where embedded in, combined with or used to create Client Artefacts or Output. To the extent permitted by applicable law and subject to Client's compliance with this EULA, UMNAI assigns to Client any right, title and interest that UMNAI may have in Output generated specifically for Client, excluding UMNAI Background Technology, Third-Party Services and third-party materials. UMNAI grants Client a non-exclusive licence to use any UMNAI Background Technology embedded in a Client Artefact or Output only to the extent necessary to use that Client Artefact or Output as permitted by this EULA and the applicable Order. Client is responsible for ensuring that its Content and use of Client Artefacts and Output comply with law and third-party rights.
b. Similarity and Nature of Output. Certain generative, stochastic or third-party model features may produce Output that is not unique, and other clients may receive the same or similar output from similar inputs. Deterministic functions may intentionally produce the same result from the same inputs. Output generated for another client is not Client's Content.
c. Use of Data to Improve the UMNAI Products. Except for API Data as provided below, UMNAI may use service telemetry and information derived from Client Data, Input or Output that has been aggregated, anonymised or de-identified so that it does not identify Client, an Authorised User or an individual, disclose Client Confidential Information, or permit reconstruction of Client Data, to operate, analyse, develop, train, test, secure, support and improve the UMNAI Products and related models. UMNAI will not use identifiable Client Data, Input or Output to train or improve a general-purpose or shared model unless Client expressly opts in through a SOW or other written agreement. Client Data, Input and Output submitted to or received from an API ("API Data") will not be used to train or improve a general-purpose or shared model, including in aggregated, anonymised, de-identified or derived form, unless Client expressly opts in through a SOW or other written agreement. UMNAI may use API service telemetry and technical metadata that excludes API payload content to operate, secure, support and improve the API and the UMNAI Products.
d. Licence to Process Client Data. Client grants UMNAI and its authorised subprocessors a limited, non-exclusive licence to host, copy, transmit, process and display Client Data only as necessary to provide, secure, support and maintain the UMNAI Products, comply with law and enforce this EULA. Client represents that it has all rights and permissions necessary to provide Client Data for those purposes.
e. Usage Data. Subject to clause 5(c), UMNAI may generate and use service telemetry and aggregated, anonymised or de-identified usage information to operate, analyse, secure, support and improve the UMNAI Products, provided that it does not identify Client or an individual, disclose Client Confidential Information, permit reconstruction of Client Data, or include API payload content. On-Premises Deployment telemetry is limited to the data categories disclosed in the applicable SOW, Commercial Terms or On-Premises Schedule.
6. Data Privacy and Security
a. Data Privacy: UMNAI may process account, contact, billing, security and usage information as an independent controller in accordance with its Privacy Policy. Where UMNAI processes personal data on Client's behalf, the applicable Data Processing Agreement or Addendum ("DPA") governs that processing and prevails over this EULA in relation to its subject matter. The DPA shall address processing instructions, confidentiality, security, subprocessors, international transfers, assistance, audit, return and deletion as required by applicable data-protection law.
b. Data Security: UMNAI will maintain reasonable and appropriate technical and organisational measures designed to protect Client Data under UMNAI's control, as further described in any applicable Security Schedule or DPA. Security responsibilities depend on the Deployment Model. Client is responsible for its endpoints, networks, cloud or on-premises environment, identities, credentials, configurations, backups and access controls. UMNAI will notify Client of a confirmed security incident affecting Client Data without undue delay and in accordance with the DPA. Client shall promptly report suspected vulnerabilities or incidents through UMNAI's designated security contact.
c. Data Location, Return, Retention and Deletion: Data locations, subprocessors, retention periods, international-transfer safeguards, data return and deletion are governed by the applicable DPA, SOW and this EULA, subject in all cases to the order of precedence in clause 16. An SOW varies the DPA or this EULA only where it expressly identifies the specific provision to be varied and states that it overrides that provision. Unless the applicable DPA or a validly overriding SOW states otherwise, Client may export available Client Data during the applicable Order Term and for thirty days after its expiry or termination, and UMNAI will delete Client Data from active systems within sixty days after that expiry or termination, subject to ordinary backup cycles and legal, regulatory or security-retention requirements. For an On-Premises Deployment, UMNAI does not access Client Content unless Client enables documented telemetry or requests support that requires access.
7. Fees
Client shall pay all fees and applicable taxes stated in the Order. Where an UMNAI Product is acquired through a marketplace or reseller, billing, invoicing, refunds and taxes may be administered under the applicable marketplace or reseller terms. Usage in excess of purchased entitlements may be charged at the rates stated in the Order. Except where the Order states otherwise or applicable law requires, fees are non-cancellable and non-refundable.
8. Updates, Upgrades and Support
UMNAI may modify, replace, suspend or discontinue any UMNAI Product, feature, functionality, interface, model, integration, version or support arrangement at any time, including during a paid Order Term, and is not required to preserve any particular feature, functionality or compatibility. Support, service levels, maintenance, version support, deprecation and change commitments apply only as expressly stated in a SOW or Commercial Terms. If a valid claim arises solely from UMNAI's material modification or discontinuation of paid functionality, Client's exclusive monetary remedy is a refund of prepaid fees directly allocable to the affected functionality for the period after the change takes effect, subject to clause 11. The documents governing this clause and their priority are determined exclusively under clause 16; an SOW varies this clause only through the express reference required by clause 16.
9. Confidentiality
a. "Confidential Information" means non-public information disclosed by or on behalf of either Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Client Confidential Information includes Client Data, Input, non-public Output and Client configurations. UMNAI Confidential Information includes the non-public UMNAI Products, Documentation, model information, security information, pricing and product plans.
b. The Receiving Party shall protect the Disclosing Party's Confidential Information using at least reasonable care, use it only to perform or exercise rights under this EULA, and disclose it only to personnel, Affiliates, professional advisers and subcontractors who have a need to know and are bound by confidentiality obligations. Confidential Information does not include information that the Receiving Party can demonstrate was lawfully known without restriction, independently developed without use of the Confidential Information, received lawfully from a third party without restriction, or made public without breach. A Receiving Party may disclose information when legally required, after giving prior notice where legally permitted and reasonable assistance at the Disclosing Party's expense. These obligations continue for five years after disclosure, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
10. Disclaimer of Warranty
EXCEPT FOR AN EXPRESS WARRANTY OR REMEDY CONTAINED IN A DOCUMENT THAT PREVAILS UNDER CLAUSE 16, THE UMNAI PRODUCTS, BETA FEATURES, THIRD-PARTY SERVICES AND OUTPUT ARE PROVIDED 'AS IS' AND 'AS AVAILABLE'. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UMNAI DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, COMPATIBILITY AND UNINTERRUPTED OR ERROR-FREE OPERATION. UMNAI DOES NOT WARRANT THAT OUTPUT WILL BE COMPLETE, UNIQUE, ERROR-FREE OR SUITABLE FOR A PARTICULAR DECISION. CUSTOMER IS RESPONSIBLE FOR APPROPRIATE HUMAN OVERSIGHT, INDEPENDENT VALIDATION AND FINAL DECISIONS, AND SHALL NOT TREAT OUTPUT AS LEGAL, MEDICAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE UNLESS A DOCUMENT THAT PREVAILS UNDER CLAUSE 16 EXPRESSLY PROVIDES FOR THAT REGULATED USE. EXCEPT AS EXPRESSLY STATED IN A DOCUMENT THAT PREVAILS UNDER CLAUSE 16, CUSTOMER'S SOLE MONETARY REMEDY FOR A VALID WARRANTY, PRODUCT-CHANGE OR DISCONTINUATION CLAIM IS THE REFUND DESCRIBED IN CLAUSE 8, SUBJECT TO CLAUSE 11.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UMNAI AND ITS AFFILIATES, SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS EULA, EVEN IF ADVISED OF THEIR POSSIBILITY. UMNAI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS EULA, ALL ORDERS AND THE UMNAI PRODUCTS SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO UMNAI FOR THE AFFECTED UMNAI PRODUCT DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; IF NO SUCH FEES WERE PAYABLE, THE CAP IS EUR 50. UMNAI'S AGGREGATE LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OR DATA-PROTECTION OBLIGATIONS, AND UNDER THE UMNAI IP INDEMNITY, SHALL NOT EXCEED TWO TIMES THAT GENERAL CAP. ALL REFUNDS, CREDITS, INDEMNITY PAYMENTS AND OTHER MONETARY REMEDIES COUNT TOWARDS, AND DO NOT INCREASE, THE APPLICABLE CAP. THIS CLAUSE DOES NOT CAP OR LIMIT CUSTOMER'S LIABILITY OR INDEMNITY OBLIGATIONS. NOTHING IN THIS EULA LIMITS LIABILITY TO THE EXTENT IT CANNOT LAWFULLY BE LIMITED OR EXCLUDED.
12. Indemnification
Client Indemnity. Client shall indemnify, defend and hold harmless UMNAI, its Affiliates, licensors, suppliers, subcontractors and their respective officers, directors, employees and agents from and against all claims, demands, actions, investigations, proceedings, liabilities, losses, damages, judgments, settlements, penalties, fines, costs and expenses, including reasonable legal and professional fees, arising out of or relating to: (i) Client Data, Content, instructions, configurations, integrations or Client Artefacts; (ii) Client's or an Authorised User's access to, use or misuse of an UMNAI Product, Output, Third-Party Service or external system; (iii) any decision, action or omission based on Output; (iv) Client's breach of this EULA, an Order, applicable law or a third party's rights; or (v) Client's negligence, wilful misconduct, fraud or regulatory non-compliance. This indemnity includes direct losses and claims brought by third parties, affected persons or governmental authorities, to the maximum extent permitted by law, and is not capped by clause 11.
UMNAI IP Indemnity. Subject to the exclusions below, the procedure in this clause and the applicable cap in clause 11, UMNAI shall defend Client against a third-party claim that Client's authorised use of a paid UMNAI Product infringes that third party's patent, copyright or trademark, and shall pay damages and reasonable costs finally awarded or agreed in a settlement approved by UMNAI. This obligation does not apply to a claim arising from Client Data, Output, Third-Party Services, Client modification, use outside the Documentation or Order, continued use after notice, or combination with items not supplied or approved by UMNAI. UMNAI may procure continued use, modify or replace the affected UMNAI Product, or discontinue the affected functionality and provide any refund required under clause 8. This clause states UMNAI's entire liability and Client's exclusive remedy for an intellectual-property infringement claim.
Indemnity Procedure. For a third-party claim, the indemnified Party must promptly notify the indemnifying Party, provide reasonable cooperation at the indemnifying Party's expense, and allow the indemnifying Party to control the defence and settlement. A delay in notice relieves an obligation only to the extent materially prejudiced. No settlement may admit fault by, or impose a non-monetary obligation on, the indemnified Party without its prior written consent. The foregoing procedure does not limit Client's obligation to indemnify UMNAI for direct losses, regulatory matters or other amounts within the Client Indemnity.
13. Termination
a. This EULA is effective from the Effective Date and continues until terminated in accordance with this clause 13. Expiry or termination of an Order ends the rights granted under that Order but does not, by itself, terminate any other Order.
b. Without limiting clause 3(h), UMNAI may immediately suspend or restrict Client's or any Authorised User's access to any or all UMNAI Products, in whole or in part, if: (i) Client fails to pay any fee when due; (ii) Client or an Authorised User breaches this EULA or an Order; (iii) Client's use creates a security, legal, regulatory or material operational risk to UMNAI, an UMNAI Product or any third party; (iv) suspension is required by law, a regulator, a Cloud Service Provider or a marketplace; or (v) Client does not accept a revised EULA by its effective date. Where circumstances permit, UMNAI will give notice, but no notice or cure period is required before suspension. Suspension does not relieve Client of payment obligations or limit UMNAI's other rights or remedies.
c. UMNAI may terminate this EULA, any licence or access right, or any affected Order by written notice if Client: (i) materially breaches this EULA or an Order; (ii) fails to pay an amount when due and does not remedy that failure within ten days after notice; (iii) fails to remedy any other remediable breach within ten days after notice; (iv) repeatedly breaches this EULA or an Order such that an individual cure would be inadequate; or (v) becomes insolvent, enters liquidation or administration, ceases business or becomes subject to an analogous proceeding. UMNAI may terminate immediately without a cure period where a breach is incapable of remedy, involves unlawful or prohibited use, fraud or wilful misconduct, threatens security or third-party rights, or where termination is required by law or a competent authority.
d. If Client does not accept a revised EULA, Client must stop using the UMNAI Products before the revised EULA's effective date. This EULA and all licence and access rights terminate automatically on that date, without refund and without prejudice to accrued rights, payment obligations or any surviving provision.
e. Upon expiry or termination of this EULA or an applicable Order, Client shall immediately cease the affected use; disable access by its Authorised Users; uninstall and destroy all affected copies of the UMNAI Products, Documentation and UMNAI Confidential Information in its possession or control; and, on request, certify completion in writing. Client may retain only copies required by law or contained in routine backups that cannot reasonably be isolated, and any retained material remains subject to this EULA and may not be used for any other purpose.
f. Expiry or termination does not affect accrued rights or liabilities. Clauses 4, 5, 6, 7, 9 to 14, 16 and 17, together with any other provision which by its nature is intended to survive, shall survive expiry or termination.
14. Governing Law
This EULA shall be governed by and construed in accordance with the laws of Malta, without regard to its conflicts of law principles. Any disputes arising out of or in connection with this EULA shall be subject to the exclusive jurisdiction of the courts of Malta.
15. Amendments to this EULA
UMNAI may update or modify this EULA from time to time. Unless UMNAI specifies a later date, a revised EULA takes effect immediately when posted on UMNAI's website, made available through an UMNAI Product or the applicable marketplace, or sent to Client's notice email, whichever occurs first, and applies to Client's continued access to and use of the UMNAI Products, including under an existing Order, to the extent permitted by law and subject to clause 16. UMNAI will use reasonable efforts to give advance notice of a material change where practicable, but may make an immediate change to comply with law, address a security or safety risk, protect the UMNAI Products or clarify existing terms. Client's continued access to or use of an UMNAI Product on or after the revised EULA's effective date constitutes acceptance of the revised EULA. If Client does not agree, Client must cease use and clause 13 applies. Marketplace EULA updates also take effect in accordance with the applicable marketplace process.
16. Entire Agreement
This EULA, together with the applicable Solutions and Services Agreement, each Order (including any SOW and Commercial Terms), applicable product or deployment schedule, DPA, Security Schedule, Service Level Agreement and Acceptable Use Policy, constitutes the entire agreement concerning the UMNAI Products and supersedes prior proposals and communications on that subject. In the event of conflict, the following order of precedence applies: (1) a separately negotiated Solutions and Services Agreement signed by both Parties; (2) the DPA, Security Schedule or Service Level Agreement, each solely for its subject matter; (3) applicable Commercial Terms or other Order, including an SOW subject to the limitation below; (4) a product-specific or deployment schedule; (5) this EULA; and (6) the Documentation and Acceptable Use Policy. An SOW has no general precedence over another document and overrides a provision of a lower-ranked document only where the SOW expressly identifies the specific provision to be varied and states that it overrides that provision. An SOW may not override the Solutions and Services Agreement, DPA, Security Schedule or Service Level Agreement unless the relevant higher-ranked document expressly permits that override and the SOW satisfies the preceding specific-reference requirement. In all other respects, an SOW defines scope, deliverables and responsibilities without changing this hierarchy. A purchase order applies only for administrative purposes and does not modify this EULA unless UMNAI expressly agrees in writing. Where a Solutions and Services Agreement applies, it and its schedules apply according to their own precedence provisions, and this EULA does not create additional warranties, indemnities, service levels, refund rights, remedies or liabilities for UMNAI.
By accepting an Order, clicking to accept this EULA, or accessing or using an UMNAI Product, Client acknowledges that it has read, understood and agrees to be bound by this EULA. If Client does not agree, it may not access or use the UMNAI Products.
17. General Provisions
Assignment and Subcontracting. Client may not assign, transfer, novate or delegate this EULA, any Order, or any of its rights or obligations, whether voluntarily, by operation of law, to an Affiliate, or in connection with a merger, reorganisation, change of control, sale of shares or sale of assets, without UMNAI's prior express written consent. UMNAI may grant or withhold that consent in its discretion, and any purported Client assignment without it is void. UMNAI may assign or transfer this EULA or any Order, in whole or in part, to an Affiliate or in connection with a merger, reorganisation, financing, change of control or sale of all or substantially all assets relating to the UMNAI Products without Client's consent. UMNAI may use Affiliates and subcontractors to perform its obligations and remains responsible for their performance to the extent stated in this EULA and the DPA.
Force Majeure. Neither Party is liable for delay or failure caused by circumstances beyond its reasonable control, excluding Client's payment obligations. The affected Party shall use reasonable efforts to mitigate the effect and resume performance.
Notices. Legal notices must be in writing and delivered to the address or email stated in the applicable Order, with a copy to UMNAI at legal@umnai.com. Operational notices may be provided through the UMNAI Product, the Client administrator account or email.
Severability; Waiver. If a provision is held unenforceable, it shall be modified to the minimum extent necessary and the remaining provisions remain effective. A waiver must be in writing and applies only to the specific instance stated. Failure or delay in exercising a right is not a waiver.
Relationship; Third-Party Rights. The Parties are independent contractors. This EULA does not create a partnership, joint venture, fiduciary or agency relationship. Except for the indemnified parties and UMNAI licensors expressly protected by this EULA, no third party has a right to enforce it.
Electronic Contracting. Electronic acceptance, marketplace acceptance and electronic signatures have the same effect as an original signature to the extent permitted by law. This EULA and an Order may be executed in counterparts.
UMNAI Limited, Quantum House, 75 Abate Rigord Street, Ta’ Xbiex XBX1120, Malta