Ai360 Master License Agreement
Last Updated (15-07-2023)
Introduction
Welcome to AI360 SYSTEMS LTD, a web-based platform for automated machine learning and data analysis (the "Software"). The purpose of this Master License Agreement (the "MLA") is to establish the terms and conditions governing your use of the Software. Before you can use the Software, you must agree to the terms and conditions set forth in this MLA. If you do not agree to the terms of this MLA, you may not use the Software. By using the Software, you acknowledge that you have read, understood, and agree to be bound by the terms of this MLA.
In addition to this MLA, you will also be required to sign an individualized Software License Order Form (the "SLOF") that specifies the particular pricing and package terms of your License. The SLOF may also include any additional terms or conditions that are specific to your particular use of the Software. The SLOF will be subject to the terms of this MLA, and any conflicts between the two documents will be resolved in favor of this MLA.
This MLA , between Ai360 a Cyprus corporation, with its principal place of business located in Cyprus (the "Licensor") and you (the "Licensee"), is effective as of the date that the Licensor will accept and sign the SLOF (the "Effective Date").
The Licensee will be granted the License to use the Software only in accordance with the terms of this MLA and the SLOF. This MLA applies to all future understandings between Licensor and Licensee unless expressly agreed otherwise by Licensor and Licensee.
1. Definitions
1.1. "Affiliate" means any entity that has a relationship with the Licensee where it directly or indirectly controls, is controlled by, or is under direct or indirect common control with the Licensee, or which is a wholly owned subsidiary of the Licensee. "Control" means owning, directly or indirectly, at least 51% of the equity securities or equity interests of such entity.
1.2. "Authorized Users" shall mean the individuals who are authorized by the Licensee to access and use the Software, including the Licensee’s employees, agents, and independent contractors, as well as those of its Affiliates, in line with the terms of the Licensee’s particular SLOF.
1.3. "Effective Date" shall mean the date on which the Licensor accepts and signs the signed SLOF ffrom the Licensee.
1.4. "Intellectual Property" refers to a broad category of legal rights that includes patents, trademarks, copyrights, trade secrets, and any other intangible property rights that can be protected by all applicable Republic of Cyprus and EU law in regards to the Software and the technologies created for it by the Licensor.
1.5. "Licensee" shall mean the individual or entity that has agreed to the terms of this Agreement, signed a SLOFand has been granted a License to use the Software, including any Authorized Users as specified in the MLA and SLOF.
1.6. "Licensee data" shall mean any data, information, or content that the Licensee inputs, uploads, or otherwise makes available through the Software.
1.7. "Licensor" or "we" or "us" shall mean Ai360 Systems LTD, the provider of the Software and owner of all intellectual property rights associated with the Software.
1.8. "License Term" refers to the duration of time during which the Licensee is authorized to use the licensed Software, as specified in the ML A and the particular terms of the SLOF unless terminated earlier in accordance with the terms of this MLA.
1.9. "Maintenance" shall mean the support and updates provided by the Licensor to ensure the proper functioning of the Software, as set forth in the MLA and SLOF.
1.10. "Master License Agreement" or "MLA" shall mean the overarching agreement that sets forth the terms and conditions governing the use of the Software by the Licensee.
1.11. "Parties" or either "Party" is used as a collective term to the Licensee and Licensor.
1.12. "Software" shall mean the web-based studio that includes a front-end for data management, automated machine learning interface and data analysis dashboards, as described in the MLA and SLOF.
1.13. "Software License Order Form" or "SLOF" shall mean the document that specifies the particular and individual pricing and package terms for the Licensee's use of the Software, which is subject to the terms of the MLA.
1.14. "Support" shall mean the technical support and assistance provided by the Licensor to the Licensee in connection with the Licensee's use of the Software, as set forth in the MLA and SLOF and in accordance with the terms of support laid out in the Support & Maintenance Terms clause of this MLA.
2. License Grant
2.1. Subject to the terms and conditions of this MLA, the Licensor hereby grants to the Licensee and their Authorized Users a non-exclusive, non-transferable license to use the Software solely for the intended purposes of data management, machine learning and analysis, during the License Term which is in accordance with the SLOF. This license is limited to the amount of Authorized Users as defined in the SLOF, and is subject to the terms and conditions of this MLA.
2.2. License Restrictions
Licensee shall not, and shall not allow any third party to; (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software, (b) modify, translate, or create derivative works based on the Software, (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Software, (d) use the Software for any purpose other than as expressly permitted under this MLA, or (e) use the Software to create a competing Software product, (f) use the Software in any manner that violates applicable laws or regulations.
2.3. Licensee Responsibilities
Licensee shall be responsible for; (a) ensuring that its use of the Software complies with all applicable laws, regulations, and industry standards, (b) maintaining the confidentiality and security of its access to the Software, (c) ensuring that all users of the Software comply with the terms and conditions of this MLA and the SLOF, and (d) paying all fees and charges associated with its use of the Software (e) Licensee shall provide reasonable access, cooperation and information as necessary to permit Licensor to provide for the proper operation and functionality of the Software, (f) protecting the security and integrity of the Licensee account and any data or information uploaded to the Software.
2.4. Investigation and Enforcement:
The Licensor may investigate any suspected violation of this policy and reserves the right to remove or disable access to any content or resource that violates this policy and you agree to cooperate with the Licensor to remedy any violation.
2.5. Licensor Responsibilities
Licensor shall be responsible for
(a) providing Licensee with access to the Software during the License Term,
(b) providing support and maintenance services for the Software as set forth in this Agreement, and
(c) maintaining the confidentiality and security of Licensee's data and information in accordance with applicable laws, regulations, and industry standards.
3. Intellectual Property
3.1. The Licensor owns the Software and any of its supporting technical documentation as proprietary Intellectual Property and retains sole ownership of them.
3.2. All modifications and derivative works made through the Software belong to the Licensor and are considered part of the Software.
3.3. The Licensee retains ownership of Licensee Data, Machine Learning Models trained on that Data, and any Insights Data generated by processing Licensee Data via the Software.
3.4. Any custom scripts or technologies created for the Licensee beyond this License will be owned by the Licensor and will be considered the Intellectual Property of the Licensor.
3.5. The Software is not part of the copyleft movement, and nothing in the Software is required to be distributed under any copyleft license.
3.6. Nothing in this MLA shall be construed as requiring or obligating the Licensee to distribute any portion of this Software or any derivative works thereof under a copyleft license.
3.7. The Licensor does not grant any rights under any copyleft license with respect to the Software or any portion thereof, and Licensee shall have no obligation to distribute any portion of the Software or any derivative works thereof under any copyleft license.
4. Acceptable Use Policy:
4.1. Licensee must:
(a) Comply with all applicable laws and regulations,
(b) respect the intellectual property rights of the Licensor and any third parties.
4.2. Licensor enumerates the prohibited content, uses and activities that include but are not limited to, any use of the Software in a manner that, in the Licensor’s reasonable judgment, executes, involves, facilitates, or attempts any of the following:
(a) Use the Software for any illegal or fraudulent activity,
(b) use the Software to violate the rights of others,
(c) use the Software to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm,
(d) use the Software for any content or activity that promotes child sexual exploitation or abuse,
(e) attempt to violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device,
(f) shall not upload any data to the Software that contains viruses, Trojan horses, worms, time bombs, or any other computer code that may damage, interfere with, or disrupt the Software or any servers, networks, or equipment used in connection with the Software,
(g) attempt to gain unauthorized access to any data or information uploaded to the Software,
(h) attempt to disrupt or disable the functionality of the Software
(i) use the Software in any way that violates the cybersecurity practices of the Licensor.
5. Support
Reporting of Software Failure:
5.1. In the event that the Software fails to operate in accordance with its License, the Licensee shall immediately report the failure to the Licensor in writing, providing all necessary details including but not limited to the nature of the failure, the circumstances under which it occurred, and any relevant information or documentation in the Licensee's possession.
5.2. The Licensee shall cooperate fully with the Licensor in its efforts to diagnose and correct the failure, including but not limited to providing access to the affected Software and any necessary information or data.
5.3. The Licensor shall use commercially reasonable efforts to correct the failure, taking into account the severity of the failure and any applicable service level agreements or warranties. The Licensor may provide updates, patches, or other modifications to the Software as necessary to correct the failure.
Changes to Support Terms:
5.4. The Licensor may update this Support Policy at any time to improve the service provided to Licensees, including technical support.
5.5. The updated Support Policy will become effective immediately and the then-current version will apply to all Licensees.
5.6. If Licensee is in material breach of any term of this Agreement, then Licensor shall not be obligated to provide support services under this Support Policy.
6. Maintenance
The Licensor shall provide software maintenance services to the Licensee for the Software as follows:
6.1. The Licensor shall provide updates and new releases of the Software during the License Term at no additional cost to the Licensee.
6.2. The Licensor shall use commercially reasonable efforts to provide bug fixes for the Software during the License Term.
6.3. The Licensor shall not be responsible for providing maintenance services for any customizations of the Software or for any software, hardware, or other equipment not provided by the Licensor.
7. Fees
7.1. The fee structure and payment terms for the License to use the Software shall be calculated in accordance with the particular License outlined in the SLOF in compliance with the terms of this MLA.
7.2. The fees specified therein do not include any applicable sales, excise, export, import, value added tax, or other similar taxes (collectively, "Taxes"). Any such Taxes or duties imposed on the fees or the License shall be the sole responsibility of the Licensee and shall be payable in addition to the fees specified in SLOF.
7.3. The fees for Maintenance and Support are included in the fees for the License.
7.4. Failure to pay any fees or charges when due may result in the immediate suspension or termination of the License, at Licensor's sole discretion.
8. Data Privacy & Security
8.1. The Licensee and the Licensor will comply with the Licensor’s Data Security Policy outlined on the website in regards to Licensee Data https://www.ai360insights.com/data-security
As well as the Privacy & Cookie Policies in regards to any personally identifiable information of the Licensee:
https://www.ai360insights.com/privacy
8.2. The Licensor will only access and process the Licensee Data in so far as it is necessary to ensure the correct functioning of the Software and the availability of the functionality provided for by the Licensor to the Licensee in the License.
8.3. The Licensee hereby confirms and warrants that it possesses all requisite rights, licenses, and permissions necessary to provide Licensor with the Licensee Data. The Licensee represents that the provision of such Licensee Data to Licensor will not infringe upon or violate any third-party rights, including any intellectual property rights, and will not violate any applicable laws or regulations.
9. Liability & Indemnification
9.1. Licensee shall be fully liable for any and all damages, losses, claims, expenses, or liabilities (including reasonable attorneys' fees) incurred by Licensor as a result of Licensee's breach of this MLA, or any other act or omission by Licensee in connection with the License or use of the Software.
9.2. Licensee shall indemnify and hold Licensor harmless from any and all such damages, losses, claims, expenses, or liabilities.
9.3. Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this MLA or the use of the Software, regardless of whether Licensor was advised of the possibility of such damages.
9.4. In no event shall Licensor's liability to Licensee under this Agreement exceed the fees paid by the Licensee to the Licensor for the License, as per the fees specified in the SLOF, during the preceding one (1) month period.
9.5. Licensee shall defend, indemnify, and hold Licensor and its officers, directors, employees, agents, and affiliates harmless from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with Licensee's use of the Software, or any breach by Licensee of this Agreement, or any claim that Licensee's use of the Software infringes upon or violates any third-party rights.
9.6. Nothing in this MLA will limit or exclude the Licensee or Licensor’s liability for any matter which by law may not be limited or excluded.
9.7. The provisions of this clause 9 shall survive the termination of this MLA for any reason.
10. Warranties
10.1. The Licensor warrants that (a) the Software will perform in accordance with the specifications laid out in the SLOF, (b) the Software, when used properly in accordance with its intended purpose will not infringe any intellectual property rights of any third party and will be free from viruses, worms, Trojan horses, and other harmful or malicious code.
10.2. Except for the express warranties set forth in this MLA, the Licensor makes no other warranties, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.
10.3. The Licensee's exclusive remedies and Licensor's entire liability under this MLA shall be as set forth in this MLA.
10.4. The Licensee understands and agrees that the accuracy of any machine learning models created using the Software is dependent on the Licensee Data provided by Licensee as well as the Licensee’s configuration of said data within the Software.
10.5. The Licensor does not warrant nor guarantee the accuracy, correctness, or completeness of any models created using the Software or any predictive suggestions made by the models during use of the Software.
10.6. The Licensee acknowledges that the use of and reliance upon any insights gained from the models, their predictive suggestions therein, and the Software in general, are generated based on the Licensee Data provided, and Licensor shall not be held liable for any loss, damage or claim arising out of or in connection with the use of the models or Software.
11. Suspension & Termination of License
11.1. In the event of a breach of this MLA, the terms of the SLOF and any of the clauses within them, or any applicable laws and regulations, the Licensor reserves the right to suspend the License immediately and the use of the Software by the Licensee along with it, without notice to the Licensee.
11.2. Licensor shall not be liable for any damages or losses incurred by Licensee as a result of such suspension.
11.3. Either Party may terminate this MLA upon written notice to the other Party if the other Party breaches any material term or condition of this MLA and fails to cure such breach within fifteen [15] days after receipt of a written notice of such breach.
11.4. Either Party may terminate this Agreement at any time for any reason upon written notice to the other Party by way of sixty [60] days written notice to the other Party.
11.5. Upon termination of this MLA, the License granted to the Licensee shall immediately terminate and the Licensee shall immediately cease all use of the Software and affirm in writing that they have done so if requested by the Licensor.
11.6. Either Party may terminate this MLA immediately upon written notice to the other Party if the other Party becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy, or has a receiver appointed for its business or assets.
11.7. Either Party may terminate this MLA upon written notice to the other Party if performance of this MLA is prevented by any cause beyond the control (force majeure) of the Party seeking to terminate, including, without limitation, acts of God, war, riot, civil unrest, fire, flood, or other natural disaster.
12. Confidentiality
12.1. The Parties acknowledge that in the course of performing this MLA, they may have access to confidential information of the other Party. The Parties agree to maintain the confidentiality of such information and to use it only for the purpose of performing their obligations under this MLA.
12.2. The Parties agree to take all reasonable measures to protect the confidentiality of such information, including but not limited to, limiting access to such information to those employees or contractors who need to know such information for the purpose of performing their obligations under this MLA.
12.3. The Parties agree not to disclose such information to any third party without the prior written consent of the other Party, except as required by law.
12.4. The obligations of confidentiality shall survive the termination of this MLA.
12.5. Notwithstanding the foregoing, the Parties acknowledge that the following shall not be considered confidential information:
(a) information that is in the public domain at the time of disclosure or subsequently enters the public domain through no fault of the receiving Party;
(b) information that was known to the receiving Party prior to its disclosure by the disclosing Party;
(c) information that was independently developed by the receiving Party without the use of confidential information of the disclosing Party; or
(d) information that is required to be disclosed by law or a governmental agency or authority, provided that the disclosing Party gives the other Party prompt notice of such requirement and cooperates with the other Party in seeking an appropriate protective order.
13. Relationship of Parties
13.1. Nothing contained in this MLA shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.
13.2. The Parties agree that the Licensor is an independent contractor and is not authorized to make any representation, contract, or commitment on behalf of the Licensee.
13.3. The Licensor shall be solely responsible for payment of its own taxes, insurance, and other expenses incurred in connection with the performance of this MLA.
13.4. Neither Party shall have any right to control the activities of the other Party, except as specifically set forth in this MLA.
13.5. This MLA does not create any obligation or expectation of future employment between the Parties.
14. General Provisions
14.1. This MLA represents the complete understanding between the Parties regarding the subject matter and replaces all prior oral or written agreements or understandings. Any changes to this MLA must be made in writing and signed by both Parties for them to be deemed effective.
14.2. No modifications or waivers of the terms and conditions in this MLA or are valid unless they are made in writing and signed by both Parties.
14.3. This Agreement does not grant any rights to a third party to enforce any provision of this Agreement unless it explicitly states otherwise.
14.4. In the event of a failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law, such failure or delay shall not be considered a waiver of that or any other right or remedy. The further exercise of such right or remedy will not be prevented or restricted. Additionally, the single or partial exercise of any right or remedy will not limit or prevent the further exercise of that or any other right or remedy.
14.5. If any provision or part-provision of this MLA becomes illegal, invalid, or unenforceable, it will be considered deleted from the MLA, but the validity and enforceability of the remaining provisions will not be affected. In this event, both Parties will work in good faith to find a provision that is enforceable that meets the intended original purpose of the deleted provision as closely and as reasonably possible.
14.6. Each Party hereby confirms that the signatory whose signature appears on the SLOF has been duly authorized to execute the SLOF by all necessary corporate or appropriate action within the terms of this MLA.
15. Governing Law
15.1. This MLA shall be governed by and construed in accordance with the laws of the Republic of Cyprus.
15.2. All disputes and disagreements that may arise between the Parties on issues that have not been resolved in the text of this Agreement will be resolved through negotiations based on the applicable legislation of the Republic of Cyprus.
15.3. Disputes and disagreements arising under this Agreement, unresolved through negotiations, including disputes related to the termination of the Agreement or its recognition as invalid, shall be considered in courts of the Republic of Cyprus.
