End-User License Agreement (EULA)

Umnai Limited

End-User License Agreement (‘EULA’) for Umnai Limited’s Hybrid Intelligence Framework and XNN Platform (‘Platform’)

Last updated: 10 AUG 2023

PLEASE READ THIS END-USER LICENSE AGREEMENT CAREFULLY. BY ACCESSING OR USING ANY OF THE SOFTWARE OR SERVICES OR RELATED DOCUMENTATION (COLLECTIVELY REFERRED TO AS THE ‘PLATFORM’) PROVIDED BY UMNAI LIMITED (‘UMNAI’), YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS STATED BELOW. THIS AGREEMENT SHALL BE DEEMED TO COME INTO FORCE WHEN IT IS AGREED BY YOU OR THE CUSTOMER, AS THE CASE MAY BE HEREUNDER, OR BY EXECUTING AN ORDER FORM) (THE ‘EFFECTIVE DATE’). IN CASE THERE IS ANOTHER AGREEMENT NEGOTIATED AND CONCLUDED BETWEEN YOU OR THE CUSTOMER, AS THE CASE MAY BE, AND UMNAI (SUCH AS, AN AI SOLUTION AND SERVICES AGREEMENT OR A MASTER LICENSE AGREEMENT), THAT AGREEMENT SHALL PREVAIL OVER THIS EULA IN CASE OF OVERLAPS WITH DISCREPANCIES.

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS BELOW, DO NOT INSTALL, ACCESS OR USE THE XNN PLATFORM.


  1. Agreement Scope

This End-User License Agreement (“EULA”) is a legal agreement between you (hereinafter referred to as “User” or “you”) and Umnai Limited, a limited liability company with the principal place of business at Quantum House, 75 Abate Rigord Street, Ta’ Xbiex XBX1120, Malta (hereinafter referred to as “Umnai” or “us” or “we”), governing your use of the Platform, including all associated software, services, and documentation. In case you intend to access the XNN Platform on behalf of a corporate entity (‘the Customer’): (1) this EULA is also a legal agreement between the Customer and Umnai Limited and (2) you declare and you are duly authorised and have the power to enter into this EULA on behalf of the Customer and bind the Customer; (3) “you” shall refer to the User and the Customer.

  1. License Grant
    1. Subject to the terms and conditions of this EULA, Umnai grants you a limited, non-exclusive, non-transferable license to access and use the Platform for personal or internal business purposes for which it is provided by Umnai and only in accordance with documentation provided by Umnai. The license is revocable and limited to the scope outlined in this EULA to the period of time during which this EULA is valid.
    2. In case an Order Form has been executed, the specific functionality of the Platform licensed shall be as agreed under the Order Form, which shall form part of this EULA.
    3. The license for the software forming part of the Platform is granted under this EULA only for the access and use of said software in the object code form.
    4. Certain parts of the software forming part of the Platform may be subject to the publicly available Apache 2.0, MIT, BSD, and LGPLv3+ licenses. In case of a discrepancy or conflict between this EULA and the Apache 2.0, MIT, BSD, and LGPLv3+ licenses, the Apache 2.0, MIT, BSD, and LGPLv3+ licenses shall prevail, as applicable.
  2. Use of the Platform
    1. Permitted Use: without prejudice to sub-clause 2 of this clause, You may use the Platform to access and utilize the Platform as intended by Umnai for processing and analyzing data, generating models and predictions, and other applicable services as authorized by Umnai.
    2. Prohibited Use: You shall not, and shall not permit others to, use the Platform for any illegal, unauthorized, or unethical purposes, including but not limited to:
      1. Reverse engineering, decompiling, translating or disassembling the Platform or attempting to derive the source code of the Platform or underlying components of models, algorithms, and systems or any part thereof;
      2. Distributing, redistributing, renting, leasing, sublicensing or otherwise transferring the Platform or any of your right granted under this EULA to any third party;
      3. Modifying, altering, or creating derivative works based on the Platform;
      4. Removing or altering any proprietary notices or labels on the Platform;
      5. Using the Platform in any manner than may harm, interfere with, or disrupt the functionality of the Platform or its services;
      6. Using the Platform to develop a similar or competing with Umnai service or model;
      7. Using the Platform to engage in any activity that violates applicable laws or regulations;
      8. Using the Platform in relation to any military system or dual use application;
      9. Using the Platform in a way that infringes, misappropriates or violates any person’s rights;
      10. Using any automated or programmatic method to extract data or output from the Platform, including scraping, web harvesting, or web data extraction, except as permitted through the API;
      11. Representing that output from the Platform was human-generated;
      12. Buying, selling, or transferring API keys/tokens without our prior consent;
      13. Sending us any personal information of minors.
    3. User Responsibilities: You are responsible for ensuring the confidentiality and security of your account information, including your login credentials. You agree not to use the Platform for any illegal, harmful, or unauthorized purposes, and you will comply with all applicable laws and regulations. You will comply with any rate limits and other requirements in our documentation. You may not use the Platform in jurisdictions that are currently not supported by Umnai or are subject to UN/EU/US/UK Sanctions.
    4. Third Party Services: Any third party software, services, or other products you use in connection with the Platform are subject to their own terms, and we are not responsible for third party products.
  3. Intellectual Property
    1. The Platform and all its components, including but not limited to software, algorithms, interfaces, and documentation, and all related intellectual property rights, are the exclusive property of Umnai and its licensors. User acknowledges that all intellectual property rights in the Platform are and shall remain with Umnai.
    2. This EULA does not grant you any rights to patents, copyrights, trademarks, trade secrets, or any other proprietary rights related to the Platform.
    3. If you provide Umnai with any feedback, suggestions, or ideas regarding the Platform, you grant Umnai Limited a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such feedback into the Platform or other products without any obligation to compensate you.
  4. Content
    1. Input Data. You may provide input to the Platform (“Input”), and receive output generated and returned by the Platform based on the Input (“Output”). Input and Output are collectively “Content.” As between you, the Customer (where applicable) and Umnai and to the extent permitted by applicable law, you (or the Customer, where appliable) own all Input. Subject to your compliance with these Terms, Umnai hereby assigns to you all its right, title and interest in and to Output. This means you can use Content for any purpose, including commercial purposes such as sale or publication, if you comply with these Terms. Umnai may use Content to provide and maintain the Platform, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms.
    2. Similarity of Content. Due to the nature of machine learning, Output may not be unique across users and the Services may generate the same or similar output for Umnai or a third party. Other users may also provide similar Input and receive the same response. Responses that are requested by and generated for other users are not considered your Content.
    3. Use of Content to Improve the Platform. We do not use Content that you provide to or receive from our API (“API Content”) to develop or improve our Platform. We may use Content from Services other than our API (“Non-API Content”) to help develop and improve our Platform.
  5. Data Privacy and Security
    1. Data Privacy: Umnai may collect and process certain information about your use of the Platform, including but not limited to usage statistics and performance metrics. This data will be used to improve the Platform and provide better services. By using the Platform, you consent to the collection and processing of data as described in Umnai’s Privacy Policy, which is incorporate by reference into this EULA.
    2. Data Security: Umnai is committed to implementing reasonable measures to protect the security and confidentiality of your data. However, you are responsible for ensuring that your data transmitted or processed through the Platform complies with applicable data protection laws. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Platform. If you discover any vulnerabilities or breaches related to your use of the Platform, you must promptly contact Umnai and provide details of the vulnerability or breach.
  6. Fees

In case an Order Form is executed, you shall pay the fees as specified in the Order Form.


  1. Updates, Upgrades and Support

Umnai may release updates or new versions of the Platform from time to time, at its discretion. However, Umnai is not obligated to provide support, maintenance, updates or upgrades unless otherwise specified in an Order Form or a separate agreement.


  1. Confidentiality
    1. All information about the Platform provided by or otherwise disclosed by Umnai which is either marked as confidential or may be reasonably understood to be confidential shall be deemed ‘Umnai’s Confidential Information’. For the avoidance of doubt, Umnai’s Confidential Information shall not include information that becomes publicly available without any fault of breach by the User.
    2. The User shall keep all Umnai’s Confidential Information in confidence and shall not disclose it to any third party unless specifically authorised by Umnai in writing prior to such disclosure. The User shall use Umnai’s Confidential Information strictly and exclusively for the purpose of using the Platform as permitted under this EULA.

  1. Disclaimer of Warranty

THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UMNAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, PERFORMANCE, RELIABILITY AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.


  1. Limitation of Liability

IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL UMNAI OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, DAMAGES IN CONSEQUENCES OF RESULTS INACCURACY, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR OTHWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS PAID BY YOU FOR ACCESSING THE PLATFORM DURING THE PERIOD OF THREE (3) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION OCCURRED, PROVIDED THAT IF NO FEES HAVE BEEN PAID, THE DAMAGES SHALL BE CAPPED BY EUR50.


  1. Indemnification

You agree to indemnify and hold us harmless from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorney’s fees, arising out of or in connection with your use of the Platform or any breach of this EULA.


  1. Termination
    1. This EULA is effective until terminated.
    2. If the Order Form has been executed or otherwise fees are applicable to the User, the EULA shall be terminated if the User has not paid the applicable fees.
    3. Umnai may terminate this agreement and the license thereunder at any time if User breaches any provision of this EULA.
    4. This EULA shall be terminated in case a newer version of this EULA becomes available and the User does not accept to be bound by the later version.
    5. Upon termination, you must immediately cease all use of the Platform and destroy any copies in User’s possession or control.
    6. The sections of these Terms which by their nature should survive termination or expiration should survive, including but not limited to Sections 4, 9 and 10-12.

  1. 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.


  1. Amendments to this EULA

Umnai reserves the right to update or modify this EULA from time to time. The most current version of the EULA will be posted on our website. Your continued use of the Platform after any such changes shall constitute your acceptance of the revised EULA.


  1. Entire Agreement

This EULA constitutes the entire agreement between User and Umnai concerning the Platform and supersedes all prior or contemporaneous oral or written agreements, proposals, and communications.

 

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this End-User License Agreement. If you do not agree with these terms, you may not access or use the Platform.

 

Umnai Limited, Quantum House, 75 Abate Rigord Street, Ta’ Xbiex XBX1120, MALTA

licensing@umnai.com