End User License Agreement

Company may modify these Terms or the AUP from time to time. We will post the modified version at https://4minds.ai/terms-of-service (or successor URL) and update the "Version" and date at the top of the document. For changes that materially reduce Customer's rights or materially expand Customer's obligations, we will provide reasonable notice (by email to the Customer's administrative contact, in-product notice, or marketplace channel) before the changes take effect. For all other changes, the modified version is effective on posting. Continued use of the SaaS Services after the effective date constitutes acceptance. If Customer does not accept a material change, Customer may terminate the affected SaaS Services as of the effective date and receive a pro-rated refund of pre-paid, unused fees for the affected SaaS Services.

Subject to these Terms and Customer's payment of applicable fees under an Order, Company grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the applicable Order to access and use the SaaS Services, by and through Authorized Users, solely for Customer's internal business purposes and in accordance with the Documentation, the AUP, and applicable laws. All rights not expressly granted are reserved.

Prohibited Conduct

User shall not, and shall not permit any third party to:

• Use the SaaS Services in any manner that violates the AUP, applicable law, or any third-party rights;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, training data, model architecture, or trade secrets of the SaaS Services, except to the limited extent applicable law expressly prohibits this restriction;
• Use the SaaS Services to develop, train, fine-tune, or improve any product, model, or service that competes with the SaaS Services, including by extracting, scraping, or storing Outputs in bulk for that purpose;
• Resell, sublicense, time-share, or otherwise make the SaaS Services available to any third party, except as expressly permitted in an Order;
• Access the SaaS Services through unauthorized means, scrape or crawl the SaaS Services, or systematically download Content or Outputs except as the Documentation expressly permits;
• Disable, interfere with, or circumvent any security, access control, rate limit, content filter, safety filter, or monitoring mechanism in the SaaS Services;
• Probe, scan, or test the vulnerability of the SaaS Services or networks, or attempt to defeat any authentication or authorization mechanism;
• Use the SaaS Services to develop, generate, or distribute malware, exploits, or other malicious code;
• Submit any Customer Data that infringes a third party's rights, that User does not have authority to submit, or that is unlawful in any jurisdiction in which the SaaS Services are accessed;
• Remove, alter, or obscure any copyright, trademark, watermark, or other proprietary or provenance notice on the SaaS Services or any Output;
• Use the SaaS Services for any High-Risk Use (defined below) without Company's prior written approval;
• Use the SaaS Services in violation of U.S. or other applicable export, sanctions, or anti-boycott laws.

The above examples are illustrative and not exhaustive. To the maximum extent authorized by law, Company reserves the right (but disclaims any obligation) to monitor User's compliance with these Terms and the AUP, including by reviewing logs, telemetry, and Inputs and Outputs as reasonably necessary to enforce these Terms, prevent abuse, secure the SaaS Services, and comply with law.

Login credentials may be used only by the Authorized User to whom they are issued and only while access is in effect. User shall not share credentials. Customer is responsible for all activity that occurs under its accounts and for promptly notifying us of any unauthorized access. Customer shall maintain reasonable administrative, physical, and technical safeguards (including multi-factor authentication where Company makes it available) appropriate to protect its accounts and Customer Data. Company may suspend access to any account or Customer that we reasonably believe has been compromised, is engaged in unauthorized or abusive activity, or is creating a security risk to the SaaS Services or other customers.

5.1 Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data and Inputs. Customer grants Company a limited, worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Data and Inputs solely as necessary to (a) provide and operate the SaaS Services for Customer; (b) prevent or address service, security, or technical issues; (c) comply with Customer's lawful instructions; and (d) comply with applicable law. Customer represents and warrants that it has all rights necessary to submit Customer Data and Inputs to the SaaS Services and that doing so does not violate applicable law or third-party rights.

5.2 Outputs

As between the parties, and subject to Customer's compliance with these Terms and payment of applicable fees, Company assigns to Customer all right, title, and interest in and to Outputs generated for Customer by the SaaS Services in response to Customer's Inputs. Customer acknowledges that, due to the nature of generative and probabilistic AI systems, the same or similar Inputs may produce the same or similar Outputs for other customers, and Outputs may not be unique to Customer. Company retains the right to use de-identified, aggregated metadata and telemetry derived from operation of the SaaS Services for security, abuse prevention, billing, capacity planning, and improvement of the SaaS Services, in each case in a form that does not identify Customer, any Authorized User, or Customer Data.

5.3 No Training on Customer Data

Company will not use Customer Data, Inputs, or Outputs to train, fine-tune, or improve any generally-available foundation model, base model, or commercial model offered by Company outside the SaaS Services provided to Customer, except to the extent (a) Customer expressly opts in or otherwise consents in writing in an Order; (b) the data has been de-identified and aggregated such that it cannot reasonably be associated with Customer or any individual; or (c) such use is required by applicable law. Customer-tenant model fine-tuning, customization, retrieval indexes, embeddings, and similar artifacts created for Customer's exclusive use do not constitute use "outside" the SaaS Services for purposes of this Section.

5.4 Output Limitations; No Guarantee of Accuracy

THE SAAS SERVICES INCORPORATE LARGE LANGUAGE MODELS AND OTHER MACHINE LEARNING TECHNOLOGIES. OUTPUTS ARE PROBABILISTIC AND MAY BE INACCURATE, INCOMPLETE, BIASED, OUT OF DATE, OFFENSIVE, OR FABRICATED (INCLUDING SO-CALLED "HALLUCINATIONS"). COMPANY DOES NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OUTPUT. CUSTOMER ACKNOWLEDGES THAT OUTPUTS ARE NOT A SUBSTITUTE FOR INDEPENDENT PROFESSIONAL ADVICE (INCLUDING LEGAL, FINANCIAL, MEDICAL, OR ENGINEERING ADVICE) AND ARE NOT INTENDED TO BE RELIED ON WITHOUT HUMAN REVIEW.

5.5 Human Review and Customer Responsibility for Outputs

Customer is solely responsible for evaluating Outputs and for the decisions and actions Customer takes (or fails to take) in reliance on them. Customer shall implement appropriate human review, quality control, fact checking, and validation processes commensurate with the use case and the risk to affected individuals or third parties. Where Outputs may inform decisions about credit, employment, insurance, healthcare, education, housing, public benefits, immigration, criminal justice, or other matters that may legally or materially affect an individual, Customer is responsible for performing the human review, transparency, fairness assessment, and other measures required by applicable law.

5.6 High-Risk and Prohibited Uses

"High-Risk Use" means use of the SaaS Services in or for: nuclear facilities; weapons systems or weapon design (including chemical, biological, radiological, nuclear, or autonomous weapons); aircraft navigation or air traffic control; life-support equipment or other circumstances where failure of the SaaS Services could reasonably result in death, personal injury, severe property damage, or environmental damage; surveillance or social-scoring systems prohibited by applicable law; biometric identification or categorization in publicly accessible spaces in a manner prohibited by applicable law; or generation of content that sexually exploits or endangers minors. Customer shall not use the SaaS Services for any High-Risk Use without Company's prior written approval, which may be conditioned on additional terms (including human-in-the-loop requirements, technical safeguards, and additional indemnities). Customer shall not use the SaaS Services for any use prohibited by the AUP or applicable law.

5.7 Personal Data and DPA

If Customer Data includes Personal Data subject to the GDPR, the UK GDPR, the California Consumer Privacy Act, or other comparable privacy laws, the parties shall enter into Company's Data Processing Addendum ("DPA"), which is incorporated by reference into the applicable Order. The DPA governs Company's processing of Personal Data on Customer's behalf. Customer is responsible for providing all required notices and obtaining all required consents from data subjects.

5.8 Feedback

If Customer or any Authorized User provides Company with suggestions, ideas, enhancement requests, comments, or other feedback regarding the SaaS Services ("Feedback"), Customer grants Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable license to use, modify, and incorporate the Feedback for any lawful purpose, without restriction or compensation.

As between the parties, Company owns and retains all right, title, and interest in and to (a) the SaaS Services, including the Software, models, model weights, infrastructure, Documentation, and Content other than Outputs; (b) all improvements, modifications, and derivative works of the SaaS Services; (c) usage data, telemetry, and aggregated or de-identified data derived from the operation of the SaaS Services in accordance with Section 5; and (d) all Intellectual Property Rights in any of the foregoing. Customer's rights to the SaaS Services are limited to those expressly granted in these Terms and the applicable Order.

Company's registered and unregistered trademarks, service marks, trade names, and logos may not be used by User without Company's prior written consent, except as needed for accurate, factual references to the SaaS Services.

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure. Customer Data and Inputs are Customer's Confidential Information. The non-public components of the SaaS Services (including model weights, prompts, system prompts, evaluation results, and pricing) are Company's Confidential Information. Recipient shall (i) protect Confidential Information using at least the same degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care; (ii) use Confidential Information only to exercise rights and perform obligations under these Terms; and (iii) limit access to Confidential Information to its employees, contractors, and advisors who need to know and who are bound by confidentiality obligations no less protective than these Terms. Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of Recipient; (b) was lawfully known to Recipient before receipt; (c) is lawfully obtained from a third party without confidentiality obligation; or (d) is independently developed without use of or reference to the Discloser's Confidential Information. Recipient may disclose Confidential Information as required by law or court order, provided that, where legally permitted, Recipient gives the Discloser prompt notice and reasonable cooperation to seek a protective order.

Each party represents and warrants that it has the legal authority to enter into and perform under these Terms.

EXCEPT FOR THE FOREGOING AND ANY EXPRESS WARRANTIES IN AN ORDER, THE SAAS SERVICES, CONTENT, AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY SPECIFICALLY DISCLAIMS, AND CUSTOMER ACKNOWLEDGES IT HAS NOT RELIED ON, ANY OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE SAAS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUTS WILL BE ACCURATE OR COMPLETE, OR THAT DEFECTS WILL BE CORRECTED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR LIABILITY ARISING FROM (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10; (B) USER'S BREACH OF SECTIONS 3 (PROHIBITED CONDUCT), 6 (IP), OR 7 (CONFIDENTIALITY); (C) USER'S VIOLATION OF THE AUP OR APPLICABLE LAW; OR (D) AMOUNTS OWED FOR THE SAAS SERVICES UNDER AN ORDER, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO THE PRECEDING SENTENCE, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (I) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE AFFECTED SAAS SERVICES UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (II) ONE HUNDRED U.S. DOLLARS ($100). FOR FREE OR EVALUATION USE OF THE SAAS SERVICES (INCLUDING USE WITHOUT A SIGNED ORDER OR FEE-BEARING SUBSCRIPTION), COMPANY'S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION (CONTRACT, TORT, STATUTE, OR OTHERWISE) AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.1 By Customer

Customer shall defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any third-party claim, loss, liability, damage, or expense (including reasonable attorneys' fees) arising out of or relating to (a) Customer Data or Inputs, including any claim that Customer Data or Inputs infringe or misappropriate third-party rights, violate applicable law (including privacy and AI laws), or are submitted without required consents; (b) Customer's or any Authorized User's breach of Section 3 (Prohibited Conduct), Section 5 (AI-Specific Terms), Section 6 (IP), Section 7 (Confidentiality), or the AUP; (c) any High-Risk Use, or any unauthorized or unlawful use of the SaaS Services or any Output by Customer or its Authorized Users; or (d) Customer's violation of applicable law in connection with the SaaS Services.

10.2 By Company

Company shall defend Customer against any third-party claim that Customer's use of the SaaS Services in accordance with these Terms infringes any third-party patent, copyright, or trademark or misappropriates any third-party trade secret in the United States, and shall indemnify Customer for damages and costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or paid by Company in settlement of such claim. Company's obligations under this Section do not apply to the extent the claim arises from (i) Customer Data or Inputs; (ii) Outputs to the extent the claim is based on Customer's particular use of the Output (rather than the operation of the SaaS Services itself); (iii) modification of the SaaS Services other than by or for Company; (iv) combination of the SaaS Services with products, services, or data not provided by Company, where the claim would not have arisen but for the combination; or (v) Customer's use of the SaaS Services in violation of these Terms or applicable law. If Company's continued provision of the SaaS Services becomes, or in Company's reasonable opinion is likely to become, the subject of a claim under this Section, Company may, at its option and expense, (a) procure for Customer the right to continue using the SaaS Services; (b) modify the SaaS Services so they are non-infringing while preserving substantially equivalent functionality; or (c) terminate the affected portion of the SaaS Services and refund pre-paid, unused fees.

THIS SECTION 10.2 STATES COMPANY'S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, FOR THIRD-PARTY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION.

10.3 Procedure

The party seeking indemnity shall (i) promptly notify the indemnifying party in writing of the claim; (ii) give the indemnifying party sole control of the defense and settlement (provided that any settlement requiring the indemnified party to admit liability or pay money requires the indemnified party's consent, not unreasonably withheld); and (iii) provide reasonable cooperation at the indemnifying party's expense.

These Terms and any dispute arising out of or relating to these Terms or the SaaS Services are governed by the laws of the State of Texas, without regard to its conflicts of laws rules. The parties first shall attempt to resolve any dispute through good-faith discussion. If the parties cannot resolve a dispute through discussion, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas. Customer agrees that monetary damages may not afford Company an adequate remedy for breach of Section 3 (Prohibited Conduct), Section 5 (AI-Specific Terms), Section 6 (IP), Section 7 (Confidentiality), or the AUP, and Company is entitled to seek equitable relief (including injunctive relief) without the requirement of posting a bond.

Waiver of Jury Trial

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SAAS SERVICES.

Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING.

These Terms apply for the term of each Order. Either party may terminate these Terms (and any open Order) for the other party's material breach not cured within thirty (30) days of written notice. Company may suspend or terminate the SaaS Services or any User account without notice for (a) breach of Section 3 (Prohibited Conduct), Section 5 (AI-Specific Terms), or the AUP; (b) actual or suspected unauthorized access to or use of the SaaS Services; (c) non-payment of fees; or (d) where required by law or by a Marketplace operator. Sections 1, 2, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14 survive termination.

User shall not access, use, or export the SaaS Services in violation of U.S. export, sanctions, or anti-boycott laws or any other applicable export or sanctions laws. The SaaS Services may not be accessed or used in or for the benefit of any country, region, individual, or entity subject to comprehensive U.S. sanctions or on the U.S. Treasury Department's List of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Denied Persons or Entity List. By accessing the SaaS Services, User represents and warrants that User is not located in, under the control of, or a national or resident of any such country or list.

The SaaS Services and Software constitute "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. §2.101. Any use, modification, reproduction, release, performance, display, or disclosure of the SaaS Services by U.S. Government end users will be governed solely by the terms of these Terms.

If Customer accesses the SaaS Services through AWS Marketplace, Microsoft Commercial Marketplace, Google Cloud Marketplace, or another cloud marketplace, then (a) the relevant Marketplace Terms govern billing, payment, taxes, and any items that the marketplace operator requires to be governed by Marketplace Terms; (b) the marketplace operator is not a party to these Terms; and (c) these Terms govern the parties' rights and obligations with respect to the use of the SaaS Services to the extent not in conflict with the items listed in clause (a). If Customer accesses the SaaS Services through an authorized reseller or channel partner, the reseller is responsible for the order, billing, and any commercial terms agreed with Customer; the SaaS Services themselves are provided directly by Company under these Terms.

Notices to Company shall be in writing and addressed to legal@4minds.ai (Attention: Legal). Notices to Customer shall be sent to the email address Customer has provided to Company. Notices are effective on receipt (or, if sent by email, on confirmation of delivery).

If any provision of these Terms is held unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. No delay or failure to enforce any provision is a waiver. Customer may not assign or transfer these Terms or any Order, by operation of law or otherwise, without Company's prior written consent. Company may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. These Terms (together with the AUP, the DPA where applicable, the Privacy Policy, and any executed Order) are the entire agreement between the parties regarding the subject matter, and supersede all prior or contemporaneous agreements and communications. No agency, partnership, joint venture, or employment is created by these Terms. Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control. In any action to enforce these Terms, the prevailing party is entitled to recover reasonable costs and attorneys' fees.

© 4MindsAI Inc. All rights reserved.