EyeLevel.ai - End User License Agreement

This License Agreement ("Agreement") is a legal agreement between You (either an individual or a single entity) and Cashbot.ai,Inc. (DBA EyeLevel.ai), ("EyeLevel.ai" or “Us”) for its EyeLevel.ai and GroundX.ai products as defined below (the "Products"). This Agreement governs your trial (if applicable), purchase and ongoing use of the Products, whether or not you have paid for use of the Products.

This Agreement was last updated on November 29, 2024. It is effective between You and Us as of the date of acceptance by You of the Agreement.

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING THE PRODUCTS VIA ITS USER INTERFACE OR API USING AN AUTHORIZED ACCOUNT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE THE PRODUCTS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PRODUCTS. YOU WILL NOT BE CHARGED UNLESS YOU USE THE PRODUCTS.

YOU MAY NOT ACCESS THE PRODUCTS IF YOU ARE A DIRECT COMPETITOR, EXCEPT WITH PRIOR WRITTEN CONSENT BY US. IN ADDITION, YOU MAY NOT ACCESS THE PRODUCTS FOR PURPOSES OF MONITORING THE PRODUCTS AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE OR MARKET ANALYSIS PURPOSES.

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I. DEFINITIONS

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of 50% or more of the voting interests of the subject entity.
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“Fees” means all monies due (in USD) to EyeLevel.ai for use by You of the Products as per this Agreement.
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"Malicious Code" means viruses, worms, time bombs, trojan horses and other harmful or malicious code, files, scripts, agents or programs.
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“Order Form" means the ordering documents and/or online order forms used to purchase the license governed by this Agreement. An Order Form specifies the scope of the license granted to You, including whether the Products will be provided as SaaS-based services, deployed in Your managed cloud environment, or installed on Your on-premises infrastructure. Order Forms may also include pricing, payment terms, deployment specifications, support levels, and any addenda entered into between You and Us from time to time.

Order Forms shall be deemed automatically a part of this Agreement (i.e., incorporated herein by reference).
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"Product" and/or “Products” means the EyeLevel.ai and GroundX.ai software, solutions, and platforms provided by Us, which may be:
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1. SaaS-based: Delivered as online, web-based application(s) hosted and managed by Us via www.eyelevel.ai, www.groundx.ai, and/or other designated websites; or
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2. Customer-managed: Licensed for deployment on Your cloud environment or on-premises infrastructure.

The Products, whether SaaS-based or customer-managed, may include associated offline components, updates, documentation, development toolkits, server applications, and development tools. The Products may consist of groups of Components identified as any one or more of the following: Libraries, Platforms, Server Products, Applications, Programs, and Developer Tools, all as modified from time to time.The Products are defined collectively herein, regardless of their mode of delivery (SaaS-based or customer-managed), and their use is governed by this Agreement.

"UserGuide" means the online user guidance presented and accessible from within the Products or any site associated therewith, as updated from time to time. This may also be referred to as the EyeLevel.ai or GroundX.ai Knowledge Base.
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"Users"means You and persons or entities who are authorized by You to use the Products, who use Your credentials or have been supplied their own user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents or third parties with which You transact business.
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"EyeLevel.ai", "We," "Us" or "Our" means EyeLevel.ai, a Delaware Corporation located at 1127 S. Grant St., Denver, CO 80210, and its Affiliates.
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“GroundX.ai”, or “GroundX” means a technology service for building AI applications offered by EyeLevel.ai.
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"You" or "Your" means both You and the company or other legal entity for which you are accepting thisAgreement, and Affiliates of that company or entity.
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"Your Data" means all digital information, including but not limited to electronic documents, spreadsheets, emails, digital records, transcripts, databases, related metadata, and any personal data as defined under the General Data Protection Regulation (EU Regulation 2016/679, "GDPR"). For customer-managed deployments, "Your Data" includes any data that resides within systems, storage, or infrastructure controlled by You that is accessed or processed by the Products. For the avoidance of doubt, "personal data" refers to any information relating to an identified or identifiable natural person as defined in GDPR Article 4(1).
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12. “Output” means any response, report or similar reply or information presented by or within the Products in response to any Prompt.

13. “Prompt” means any question, inquiry, or other request a User submits to the Products.

II. GENERAL GRANT OF LICENSE

General Grant. For each license You have acquired for the Products, We grant You a non-exclusive, non-transferable right to use the Products within Your organization, subject to the scope defined in the applicable Order Form, including whether the Products are provided as SaaS-based services or deployed in Your managed cloud or on-premises environment.
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Individual License. If You are an individual, We grant You a personal, nonexclusive license to use the Products in accordance with the terms of this Agreement, provided that You are the sole person using the Products.
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Entity License. If You are an entity or are registering on behalf of an entity, We grant to You the right to designate individuals within Your organization to use the Products in accordance with the terms of this Agreement and as specified in the Order Form.
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Customer-Managed Deployments. For Products deployed in Your managed cloud or on-premises environment, You are solely responsible for the installation, operation, maintenance, and security of the Products. We do not monitor, access, or control the Products in such environments, except as explicitly agreed upon in writing for support purposes.
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Separation of Components. The Products are licensed as modular Components, allowing You to license and use specific Components independently, as specified in the applicable Order Form. For example:
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1. You may license and use GroundX Ingest independently to process complex documents into LLM-ready data, which You may then output to Your own RAG or other software systems.
2. Alternatively, You may license and use the entire RAG pipeline, including GroundX Ingest and GroundX Search, for a complete solution.

While Components can be licensed and used independently, the functionality and compatibility of each Component with Your systems are governed by the specifications outlined in the applicable Order Form and related documentation.

Update License Terms. All Updates shall be considered part of the Products and subject to the terms and conditions of this Agreement. Additional license terms may accompany Updates. By accessing, installing, copying, or otherwise using any Update, You agree to be bound by the terms accompanying such Update. If You do not agree to the additional license terms accompanying such Update, do not access, install, copy, or otherwise use such Update. For customer-managed deployments, it is Your responsibility to apply any Updates provided by Us to maintain the Products.

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III. PRODUCTS TRIAL

Trial Period. We may make the Products available to You on a trial basis at a duration of Our sole and exclusive choosing. Additional trial terms and conditions may appear on the trial registration web page or may be provided by Us to You. Any such additional terms and conditions are incorporated into this Agreement and are legally binding. Sometimes this Products trial is referred to as a “POC” or “Proof ofConcept” which by this definition, and under this Agreement is the same as Trial Period.
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YOUR TRIAL DATA. ANY DATA YOU ENTER INTO THE PRODUCTS AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR TRIAL MAY BE PERMANENTLY LOST UNLESS YOU PURCHASE THE PRODUCTS AS COVERED BY THE TRIAL OR, TO THE EXTENT AVAILABLE WITHIN THE PRODUCTS’ NORMAL FUNCTION, EXPORT SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.
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NOTWITHSTANDING THE SECTION BELOW TITLED WARRANTIES AND DISCLAIMERS, DURING THE TRIAL THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY.

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IV. PURCHASED PRODUCTS

Our Responsibilities
We shall:
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1. provide to You basic support for the Products at no additional charge, and/or upgraded support if purchased separately, as specified in the applicable Order Form;
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2. use commercially reasonable efforts to make the SaaS-based Products available at all times throughout the year, except for:
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  1. planned downtime (of which We shall give reasonable notice via the Products or by other means if appropriate) and which shall be scheduled, to the extent practicable, at lowest usage times; or
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  2. any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, pandemics, acts of terror or malice, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays; and
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  3. provide the SaaS-based Products only in accordance with applicable laws and government regulations.

For customer-managed deployments, Our responsibilities are limited to:

providing installation instructions and technical documentation necessary for deploying the Products;
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delivering Updates, patches, and bug fixes as part of maintenance, if included in the Order Form or related agreements; and
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offering support services explicitly outlined in the applicable Order Form, provided such services do not require access to Your managed environment unless explicitly agreed in writing.
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Your Responsibilities

You shall:

be responsible for Your and Your Users' compliance with this Agreement;
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for customer-managed deployments, be solely responsible for installing, operating, maintaining, and securing the Products, including applying any Updates or patches provided by Us;
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be solely responsible for the accuracy, quality, integrity, and legality of Your Data and of the means by which You acquired Your Data, except to the extent the acquisition of such data is due to the technical functions of the Products;
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use commercially reasonable efforts to prevent unauthorized access to, or use of, the Products and notify Us immediately of any such unauthorized access or use;
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use the Products only in accordance with this Agreement, the User Guide, and applicable laws and government regulations;
not use the Products in a way that infringes, misappropriates, or violates any person’s rights;
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for modular deployments of the Products, ensure that any integration of a Component with third-party systems or software is done in accordance with the documentation provided and does not violate the terms of this Agreement; and
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ensure compliance with applicable privacy, security, and data protection laws for data processed in Your managed environment, as We do not monitor or access such data.
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Usage Limitations. You shall not
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1. make the Products available to anyone other than Users,
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2. sell, resell, rent or lease the Products without Our prior written consent,
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3. use the Products to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
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4. knowingly use the Products to store or transmit Malicious Code,
5. interfere with or disrupt the integrity or performance of the Products or third-party data contained therein,
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6. use the Products to illegally attempt to access, acquire or otherwise obtain Data to which You are not legally entitled or
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7. attempt to gain unauthorized access to the Products or its related systems or networks.

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VI. THIRD-PARTY PROVIDERS

Third-Party Products and Services. All or some of the Products may be designed to deliver Data to, and accept Data from, Third-Party Products and Services providers on Your behalf and as authorized by You. For example, You may request that Data be delivered to, or imported from, a third-party resource or software, not provided,hosted, or controlled by EyeLevel.ai.
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Acquisition of Third-Party Products and Services. No purchase of third-party products or services is required to use the Products. Any acquisition by You of third-party products or services, except as may be offered by Us from time to time, including but not limited to Third-Party Applications and implementation,customization and other consulting services, and any exchange of Data between You and any third-party provider, is solely between You and the applicable third-party provider. We do not warrant or support third-party products or services.
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Third-Party Applications and Your Data. If You enable Third-Party Applications for use with the Products or the Data managed by the Products, You acknowledge thatWe may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Products at Your Request. We shall not be responsible for any disclosure, modification or deletion of Your Data outside of the Products resulting from any such use byThird-Party Application providers.
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VII. FEES AND PAYMENT TERMS

Acknowledgement and Acceptance of Fees. You may be presented with a specific quote, purchase order, or other fee schedule via the EyeLevel.ai or GroundX.ai websites, from EyeLevel.ai or GroundX.ai directly, or via an authorized EyeLevel.ai or GroundX.ai partner or reseller (the “Fee Schedule” or “Fees”). The Fee Schedule will set forth the pricing for Your use of the Product(s), which may include:
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1. SaaS Fees: Fees for SaaS-based services billed as recurring subscription charges or usage-based fees;
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2. License Fees: One-time or term-based fees for licensing Products for deployment on Your managed infrastructure;
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3. Maintenance Fees: Annual or periodic fees for Updates, patches, or technical support for customer-managed deployments; and
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4. Additional Fees: Any other applicable charges, such as professional services or consulting fees, as outlined in the Order Form.
  
  Your use of the Products is deemed to be Your acknowledgement and acceptance of the relevant Fees, including transactional, recurring, or one-time fees as per this Agreement.
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Payment of Fees. You shall pay all Fees for Your use of the Products. Except as otherwise specified in this Agreement or within the Products:
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1. Fees are quoted and payable in United States dollars;
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2. Fees are based on the scope and nature of the license or service You select and are not dependent on Your actual usage or non-usage of the Products;
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3. Payment obligations are non-cancelable, and Fees and monies paid are non-refundable, except as explicitly provided in this Agreement; and
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4. For customer-managed deployments, Fees may include additional charges for extended support, technical consulting, or custom integrations.
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Fee Schedule Changes. Unless otherwise specified on any applicable Purchase Order, Order Form, or other such document, We reserve the right to alter that Fee Schedule at any time, provided that we give You no less than a 30-day notice of the Fee Schedule changes.
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Invoicing and Payment. You shall pay all fees for your use of the Products. You will provide Us with valid and updated credit card information, or with a valid purchase order, invoicing contact information or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Products requests as per the Order Form or as per the Fee Schedule. Such charges shall be processed at the time You submit each request, or in accordance with any other billing frequency to which We agree in writing. If You specify that payment will be by a method other than a credit card, We will invoice You at the time You submit each request. Invoiced charges are due upon receipt. You are responsible for maintaining complete and accurate billing and contact information in the Products.
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Automatic Renewal. Unless You notify Us no less than 30 days prior to the automatic renewal date as stated in the Order Form or Fee Schedule, your license shall automatically renew for the period stated in such Order Form or Fee Schedule.
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Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, starting 30 days after the date such payment was due until the date paid, and/or (b) We may condition future payment terms that are shorter than those specified herein or in your Order Form or Fee Schedule, or (c) We may require advanced payment for continued future use of the Products.
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Suspension of Access to Products. If any Fees or other amounts owing by You under this, the Order Form or any other agreement between You and Us, for the Products or Our services, are 60 or more days overdue, then We may, without limiting Our other rights and remedies, suspend Your access to the Products and any related services provided to You until such amounts are paid in full.
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Payment Disputes. During the first 30 days after a payment issue (the “Dispute Period”), You will not be considered in breach of this Agreement if You withhold the portion of such payment that is subject to a bona fide dispute; provided You: (a) give Us written notice setting forth in detail the reason for the dispute, on or before the payment due date; (b) meet and confer in good faith with Us to resolve the dispute, starting promptly after such notice; (c) pay the undisputed portion of the payment on or before its due date; and (d) pay the disputed fees, if legitimate, promptly after resolution of the dispute. No dispute will alter Our rights to interest payments pursuant to this section regarding payments actually due. You waive any claim or dispute regarding any Fees not raised during the Dispute Period.
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Collection Costs. You shall pay all Our reasonable collection costs, including attorney fees, incurred by Us to collect any Fees or other charges due to Us under this Agreement following Your breach of Your payment obligations to Us.
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Taxes. Unless otherwise stated or presented to You at the time of any Per Use or service request order, Our Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state,provincial, federal or foreign jurisdiction (collectively, " Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for whichYou are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes based on Our income, property and employees.

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VIII. PROPRIETARY RIGHTS

Intellectual Property. The Products are protected by copyright, patent, trade secret, and other intellectual property rights, laws, and treaties. We or Our suppliers own the title, copyright, and other intellectual property rights in the Products. The Products are licensed, not sold. For customer-managed deployments, this license grants You no ownership or proprietary rights in the software or related intellectual property.
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Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title, and interest in, and to, the Products, including all related intellectual property rights. This includes any derivative works, updates, or enhancements made to the Products by Us. No rights are granted to You other than as expressly set forth in this Agreement or in the applicable Order Form.
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Restrictions. You shall not:
1. permit any third party to access the Products except as permitted by this Agreement;
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2. create derivative works based on the Products, except as explicitly permitted under this Agreement or the Order Form;
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3. copy, frame, or mirror any part or content of the Products, other than for internal business continuity purposes as allowed under the Agreement;
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4. reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Products, except to the extent permitted by applicable law or explicitly agreed upon in writing by Us;
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5. sublicense, resell, rent, lease, or otherwise transfer the Products to any third party without Our prior written consent; or
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6. access or use the Products to build a competitive product or service or copy any features, functions, or graphics.
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Limitation on Reverse Engineering, De-compilation and Disassembly. You acknowledge that the Products and their structure, organization, and source code contain Our valuable trade secrets. Accordingly, You may not reverse engineer, decompile, disassemble, or modify the Products, nor allow any third party under Your control to do so, except as explicitly permitted under applicable law or agreed upon in writing by Us. For customer-managed deployments, You are further prohibited from attempting to extract or repurpose underlying algorithms, models, or proprietary techniques used in the Products.
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Publicity. EyeLevel.ai and GroundX.ai may use Customer’s name, logo, and general description of their use of the Products (“Customer Marks”) in its marketing and promotional materials, including, but not limited to, its website, social media channels, press releases, case studies, pitch decks, and other sales and marketing collateral. This usage may include references to specific solutions provided by EyeLevel.ai, such as SaaS-based Products or customer-managed deployments, and the benefits achieved through the use of the Products.
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Customer Marks. EyeLevel.ai and GroundX.ai will use Customer Marks in accordance with Customer’s branding guidelines, provided such guidelines are shared with EyeLevel.ai in writing. By default, EyeLevel.ai may describe the Customer’s use of the Products in general terms (e.g., “Customer uses GroundX to process large-scale documents into LLM-ready data”) without requiring additional approval.
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Confidential Information: EyeLevel.ai will not disclose or share any information or data provided by the Customer that is subject to a confidentiality agreement (e.g., NDA) without the Customer’s explicit prior written consent. This includes, but is not limited to, specific implementation details, proprietary methodologies, or other non-public information provided by the Customer in connection with its use of the Products.

Any use of Customer Marks or descriptions that go beyond general references, including specific quotes, metrics, or endorsements, will require prior written consent from the Customer (email consent is sufficient). Customers may revoke consent for specific use cases by providing written notice to EyeLevel.ai, which will comply within 30 days of such notice.

For avoidance of doubt, EyeLevel.ai and GroundX.ai may publicly list Customer as a client unless explicitly requested otherwise in writing.
ANY AND ALL TECHNOLOGY WILL NOT BE WORK MADE FOR HIRE. We shall remain the sole owner of and retain all rights, title, and interest in any service, technical information, and/or intellectual property rights provided to You. This includes, without limitation, all trademarks, trade names, service marks, copyrights, computer programs, general utility programs, software, methodology, databases (excluding Your content contained in databases), specifications, system designs, applications, enhancements, documentation, manuals, know-how, formulas, hardware, tools, libraries, discoveries, inventions, techniques, and any methods, procedures, practices, or solutions utilized in connection with the Products or services. This applies regardless of whether the Products are SaaS-based or deployed in Your managed environment.
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Ownership of Your Data. You exclusively own all rights, title and interest in and to all of Your Data. That is independent of access to Your Data for there may be additionally incurred charges for Your use of the Products or Your access to Your Data as provided by this Agreement, the Order Form correlated agreements or addenda. Your ownership rights to Your Data do not restrict EyeLevel.ai’s ownership of or other rights to information EyeLevel.ai independently (a) develops or (b) receives from a third party. EyeLevel.ai does not assign or license to You any other right, title, or interest in or to any prompts, usage data or other such data within the Products. Without limiting the foregoing, You will be solely responsible for providing all appropriate notices to third parties (including all employees, agents, and independent contractors) and obtaining from third parties all necessary consents and rights for Us to useYour Data submitted by or on behalf of You for the purposes set forth in thisAgreement, including all consents required in accordance with all applicable privacy laws. You shall immediately notify, and address with, Us any complaints or claims of third parties regarding Your Data.
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License to Customer Data.
1. SaaS-Based Deployments: For SaaS-based deployments, Customer hereby grants EyeLevel.ai, GroundX.ai, and its suppliers a non-exclusive, royalty-free license to access, use, reproduce, modify, and display the Customer Data for the purposes of:
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  1. providing the Hosted Services;
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  2. exercising its rights and obligations under this Agreement;
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  3. generating Aggregated and Anonymous Data (as defined below); and
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  4. complying with its obligations under law.
2. Customer-Managed Deployments: For Products licensed for deployment in Your managed cloud environment or on-premises infrastructure, EyeLevel.ai and GroundX.ai will not access or use Customer Data except as explicitly agreed in writing for:
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  1. support or troubleshooting purposes requested by You; or
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  2. product development purposes (e.g., enhancing compatibility or performance) explicitly approved by You in writing.
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  3. As a technical matter, EyeLevel.ai has no inherent ability to access Customer Data in customer-managed environments unless such access is explicitly enabled by You. You are solely responsible for managing, securing, and maintaining such data.
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  4. All rights in and to the Customer Data not expressly granted herein are retained by You.
Rights to Outputs. We offer no representation or warranty, express or implied, related to intellectual property or other rights in Outputs, and You use Outputs at your own risk with regard to all such rights. Notwithstanding the foregoing, We hereby grant You a nonexclusive, perpetual, worldwide license to reproduce, distribute, modify, publicly perform, publicly display, and use Outputs. We grant the license in the preceding sentence under such copyrights as You may have, if any. We shall not: (a) publicize or distribute Outputs; or (b) access or use Outputs other than to maintain or improve the Products or to support Your use of the System. The preceding sentence does not restrict Our rights to information from independent sources that also appears in Outputs.
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Usage, Suggestions, or Feedback. You represent and warrant that you have all rights necessary to submit suggestions and/or feedback to Us about Your use of the Products, and you hereby grant Us a fully paid, royalty-free, worldwide,transferable, sub-licensable, irrevocable, perpetual license to use, reproduce,perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, or incorporate into the Products and/or Our services, any and all suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the Products or Our services. This Agreement does not transfer to You any ownership of Training Data or any right to access or use Training Data.
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Performance Data. Any analytics or similar data collected, generated or processed by Us based on Your access to and use of the Products (“Performance Data”) will be owned by Us, and We may collect and use such Performance Data for any lawful purpose, provided We will only disclose Performance Data to third parties, including its subcontractors, for the purposes of facilitating the Products, for internal purposes, including to improve Our Products and services, to perform Our other obligations and exercise Our rights under this Agreement, or as otherwise required by law.
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Transfer. You may permanently transfer or assign all your rights to the Products subject to the related assignment terms in this Agreement.
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Technical and Statistical Information. You agree that We and Our Affiliates may collect and use anonymized technical and statistical information and metrics about Your use of the Products or that You may provide as a part of support services related to the Products. We agree not to use this information in a form that personally identifies You.
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Federal Government End Use Provisions. This paragraph applies to all acquisitions of the Products by or for the United States federal government, including by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, or other activity with the Federal government. The Products and related documentation were developed at private expense and are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 (for civilian agencies) and 48 C.F.R. §227.7202 (for Department of Defense agencies), as applicable. Consistent with and subject to 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7702-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users:
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1. only as Commercial Items;
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2. with only such rights as are granted to all other end-users pursuant to the terms herein; and
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3. for customer-managed deployments, solely for use within approved government-controlled infrastructure in compliance with applicable laws and security protocols.
  
  Any provisions of this Agreement inconsistent with federal procurement regulations or other federal law are not enforceable against the U.S. Government. Unpublished rights are reserved under the copyright laws of the United States. You shall not remove or deface any restricted rights notice or other legal notice appearing in the Products or on any packaging or other media associated with the Products. This section does not grant You any rights not specifically set forth in this Agreement, including, without limitation, any right to distribute the Products to the United States federal government beyond the scope of the applicable Order Form.
Export Control. You acknowledge that the goods, software, and technology acquired from EyeLevel.ai are subject to U.S. export control laws and regulations, including but not limited to the International Traffic In Arms Regulations ("ITAR") (22 C.F.R. Parts 120-130); the Export Administration Regulations ("EAR") (15 C.F.R. Parts 730-774); the U.S. antiboycott regulations in the EAR and U.S. Department of the Treasury regulations; the economic sanctions regulations and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control, and the USA Patriot Act, as amended. You agree to remain compliant with all such export control laws and regulations and will not export, re-export, or otherwise transfer any EyeLevel.ai Products, services, materials, or technology contrary to such laws or regulations.

For customer-managed deployments, You acknowledge that the Products may only be deployed and accessed within locations and environments compliant with these laws. EyeLevel.ai does not monitor, enforce, or certify compliance for Products deployed in customer-managed environments, and You are solely responsible for ensuring compliance with export laws in such scenarios.

Without limiting the generality of the foregoing, You shall not permit any third party to access or use the Products in, or export the Products to, a country subject to a United States embargo.
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Use of Trademarks. You agree to use trademarks associated with EyeLevel.ai and GroundX.ai according to accepted trademark practice, including identification of the trademark owner’s name, “EyeLevel.ai,” or “GroundX.ai”. Trademarks can only be used to identify EyeLevel.ai and GroundX.ai as well as Products and services associated with EyeLevel.ai and GroundX.ai as defined in this Agreement or the Order Form or associated agreements and addenda. The use of any trademark authorized by this Agreement does not give You any rights of ownership in that trademark and all use of any trademark shall inure to the sole benefit of EyeLevel.ai. You may not change any trademark or trade name designation for any aspect of EyeLevel.ai.

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IX. CONFIDENTIALITY

Definition of Confidential Information. As used in this Agreement, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.some text
1. Your Confidential Information shall include Your Data and any non-public information You disclose to Us about Your business, technology, or operations.
2. Our Confidential Information shall include the Products, proprietary algorithms, technical documentation, training data, and any non-public business or technical information We disclose to You.
3. Confidential Information of both parties shall also include the terms and conditions of this Agreement and all Order Forms, business and marketing plans, technical designs, and business processes disclosed in connection with this Agreement.
4. However, Confidential Information (other than Your Data) shall not include any information that:some text
  1. is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
  2. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
  3. is received from a third party without breach of any obligation owed to the Disclosing Party; or
  4. is independently developed by the Receiving Party.
Customer-Managed Deployments, GDPR and Confidentiality of Your Data
For customer-managed deployments, EyeLevel.ai acts as neither a data controller nor a data processor under GDPR with respect to Your Data. EyeLevel.ai does not access, store, or process Your Data unless explicitly authorized by You in writing for specific purposes (e.g., support or troubleshooting). You are solely responsible for ensuring GDPR compliance, including securing Your Data, managing data subject requests, and adhering to data minimization principles in Your managed environment.

For SaaS-based deployments, EyeLevel.ai acts as a data processor under GDPR, but solely in a passive capacity, as it does not examine, categorize, or otherwise interact with the contents of Your Data. EyeLevel.ai will: (a) process Your Data only as necessary to provide the Products, based on Your instructions and this Agreement; (b) implement appropriate technical and organizational measures to protect the security of Your Data and prevent unauthorized access or processing; (c) not monitor, validate, or actively assist with GDPR compliance for Your Data, as EyeLevel.ai does not have visibility into its content; and (d) require that You, as the data controller, ensure that data uploaded to the Products complies with applicable data protection laws, including obtaining necessary consents for processing.
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Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party:
1. the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and
2. the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
3. For customer-managed deployments: EyeLevel.ai has no access to Your Data stored or processed in Your managed environment, unless explicitly authorized by You in writing for troubleshooting or support purposes. As a result, You are solely responsible for the confidentiality and protection of Your Data in customer-managed environments.
Protection of Your Data. Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled bylaw in accordance with the "Compelled Disclosure" Section below or as expressly permitted by You, or (c) access Your Data except to provide the Products or prevent or address service or technical problems, or at Your request in connection with customer support matters.
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Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled to do so by law or valid legal process, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. However, for customer-managed deployments, the Receiving Party acknowledges it cannot access or retrieve Confidential Information stored exclusively in the customer's managed environment, even if compelled by law.
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X. DATA PROTECTION AND GDPR COMPLIANCE

Scope of Data Protection: This section applies to the processing of personal data within the European Economic Area (EEA) or personal data otherwise subject to the General Data Protection Regulation (EU Regulation 2016/679, "GDPR") by the use of the Products. The parties acknowledge and agree that:
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1. For SaaS-based deployments, You are the data controller, and EyeLevel.ai acts as a data processor solely for the purpose of hosting and processing Your Data in accordance with Your instructions and this Agreement.
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2. For customer-managed deployments, EyeLevel.ai neither processes nor accesses personal data and has no role as either a data controller or data processor.
Roles and Responsibilities
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1. Your Responsibilities as Data Controller: As the data controller, You are responsible for ensuring that all data uploaded to the Products complies with GDPR and other applicable data protection laws. This includes, but is not limited to:
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  1. Determining the lawful basis for processing personal data;
  2. Obtaining necessary consents from data subjects, where applicable;
  3. Responding to data subject requests (e.g., access, rectification, deletion);
  4. Ensuring that personal data uploaded to the Products is limited to what is necessary for the intended purposes; and
  5. Ensuring that personal data uploaded to the Products is not prohibited under applicable laws or regulations.
2. EyeLevel.ai’s Responsibilities as Data Processor (SaaS Deployments Only): As a data processor, EyeLevel.ai will:
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  1. Process Your Data only as necessary to provide the Products, based on Your instructions and this Agreement;
  2. Implement appropriate technical and organizational measures to protect Your Data against unauthorized or unlawful processing, accidental loss, destruction, or damage;
  3. Assist You with general tools and features (e.g., data export or deletion functionalities) that facilitate GDPR compliance but without visibility into the content of Your Data;
  4. Notify You without undue delay and, where feasible, within 72 hours of becoming aware of any personal data breach involving Your Data. The notification will include sufficient details to enable You to comply with Your obligations under GDPR Article 33, including: the nature of the breach, including categories and approximate number of data subjects and records affected; likely consequences of the breach; measures taken or proposed to address the breach and mitigate potential adverse effects.
  5. Ensure that any sub-processors engaged in processing Your Data comply with GDPR.
3. EyeLevel.ai does not review, categorize, or identify personal data within Your Data and cannot actively assist in fulfilling specific GDPR obligations (e.g., data subject rights) due to lack of visibility into the content of Your uploads.
Data Subject Rights. EyeLevel.ai provides tools that allow You to search, recall, and delete files processed through the Products. While these tools are not explicitly designed for GDPR compliance, they can be used as part of Your overall strategy to fulfill data subject rights under GDPR Articles 15-22, including access, rectification, and erasure.

For SaaS-based deployments:

EyeLevel.ai processes Your Data based on Your instructions as the data controller and does not independently categorize, identify, or respond to data subject requests.

EyeLevel.ai will assist You by making available search, recall, and deletion tools to help locate and manage personal data in files processed through the Products.

For customer-managed deployments: You are solely responsible for identifying and managing personal data within Your environment. EyeLevel.ai provides no direct access to Your Data and does not validate or monitor the content of files processed in Your managed environment.

It is Your responsibility to ensure that these tools are used effectively to support compliance with GDPR, including implementing internal processes for managing data subject rights requests.
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Data Transfers. For SaaS-based deployments, personal data processed by EyeLevel.ai may be transferred outside the EEA. In such cases, EyeLevel.ai will ensure that such transfers comply with GDPR requirements, including the use of standard contractual clauses or other approved transfer mechanisms. You acknowledge that for customer-managed deployments, all data transfer compliance responsibilities rest solely with You.
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Security of Processing. EyeLevel.ai will implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risks associated with processing Your Data. This includes, where applicable:
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1. Encryption of data in transit;
2. Access controls to ensure only authorized personnel can access the system;
3. Regular testing, assessment, and evaluation of the effectiveness of security measures.
4. For customer-managed deployments, You are solely responsible for implementing and maintaining security measures for Your Data.
Limitation of Liability: EyeLevel.ai is not liable for GDPR compliance issues arising from:
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1. Your failure to comply with GDPR as a data controller;
2. Your failure to identify, categorize, or appropriately secure personal data uploaded to the Products;
3. Your failure to implement security safeguards or manage personal data in customer-managed deployments; or
4. Any unauthorized access or misuse of Your Data outside the scope of EyeLevel.ai’s obligations under this Agreement.

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XI. WARRANTIES AND DISCLAIMERS

Disclaimer of Warranties. Any warranty limitation referenced in this Agreement is the only express warranty made to You and is provided in lieu of any other express warranties (if any) created by any sales, marketing, or other documentation. Except for any limited warranty that may be provided in any other section of this Agreement, and to the maximum extent permitted by applicable law, We and Our suppliers and Affiliates provide the Products and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied, statutory, or otherwise, including, but not limited to, any (if any) implied warranties, duties, or conditions of merchantability, or fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Products, and the provision of or failure to provide support services, to the maximum extent permitted by applicable law.
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1. For customer-managed deployments, We specifically disclaim any warranties regarding:some text
  1. the installation, operation, maintenance, or security of the Products in Your managed environment;
  2. compatibility with third-party systems or software not explicitly stated in the documentation; or
  3. compliance with any legal or regulatory requirements, including GDPR, for data stored or processed within Your environment.
2. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCTS.
Our Warranties. We warrant thatsome text
1. the Products shall perform as per the representations made in the User Guide, this Agreement, any Order Form, or related Agreement and addenda, if any; and
2. the functionality of the Products will not be materially decreased.
3. For customer-managed deployments, We warrant only that the Products, when properly installed and configured according to the provided documentation, will perform substantially as described. We make no warranties regarding performance, compatibility, or compliance in configurations or environments not explicitly documented by Us.
4. For SaaS-based deployments, We warrant that the Products will be provided in accordance with applicable laws and that appropriate technical and organizational measures will be implemented to protect Your Data against unauthorized access, disclosure, or processing.
5. For any breach of these warranties, Your exclusive remedy is governed by this Agreement.
Mutual Warranties. Each party represents and warrants that:some text
1. it has the legal power to enter into this Agreement;
2. it will not knowingly transmit to the other party any Malicious Code; and
3. it will comply with applicable laws, including GDPR, in connection with its performance under this Agreement.
Outputs. EXCEPT AS OTHERWISE PROVIDED HEREIN, WITH RESPECT TO OUTPUTS SPECIFICALLY, YOU AGREE TO ACCEPT ALL OUTPUTS ‘AS IS,’ WITH NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED. FURTHER, WE DO NOT REPRESENT OR WARRANT THAT OUTPUTS WILL BE FREE OF ERROR NOR OF CONTENT THAT MAY INFRINGE ON THIRD-PARTY RIGHTS, INCLUDING WITHOUT LIMITATION, PRIVACY AND INTELLECTUAL PROPERTY RIGHTS.

YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT OUTPUTS GENERATED BY THE PRODUCTS COMPLY WITH GDPR OR OTHER APPLICABLE DATA PROTECTION LAWS WHEN USED IN YOUR BUSINESS OPERATIONS.

Experimental or Beta Products. We may offer new experimental or “beta” products,features, or tools (“Beta Products”). All Beta Products are offered solely for experimental purposes and without any warranty of any kind and may be modified or discontinued at Our sole discretion.

XII. MUTUAL INDEMNIFICATION

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third-party alleging that the use of the Products as permitted hereunder infringes or misappropriates the intellectual property rights of such third-party, and shall ind emnify You for any damages finally awarded against, and for reasonable attorney's fees incurred by, You in connection with any such Claim; provided, that:
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1. You promptly give Us written notice of the Claim;
2. You give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and
3. You provide to Us all reasonable assistance, at Our expense.
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For customer-managed deployments, this indemnification does not apply to any Claim arising from:
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1. modifications to the Products not authorized by Us;
2. use of the Products in an environment or manner not described in the documentation; or
3. claims related to third-party software or systems integrated with the Products by You.
Indemnification by You. You shall defend Us against any Claim made or brought against Us by a third-party alleging that Your Data, or Your use of the Products in violation of this Agreement, infringes or misappropriates the intellectual property rights of such third-party or violates applicable law, including data protection laws such as GDPR. You shall indemnify Us for any damages finally awarded against, and for reasonable attorney's fees incurred by, Us in connection with any such Claim; provided, that:
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1. We promptly give You written notice of the Claim;
2. We give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally releases Us of all liability); and
3. We provide to You all reasonable assistance, at Your expense.

You further agree to indemnify Us for any Claims arising from: (i) Your failure to comply with GDPR or other data protection regulations regarding Your Data uploaded to the Products; (ii) misuse of the Products in a manner not authorized by this Agreement or the documentation; or (iii) any representations or warranties made by You to third parties regarding the functionality or performance of the Products.

Exclusive Remedy. The indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim shall be limited to the relevant sections of this Agreement. This limitation applies equally to SaaS-based deployments and customer-managed deployments, except where explicitly stated otherwise in this Agreement.

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XII. LIMITATION OF LIABILITY

Limitation of Liabilities and Remedies. IN NO EVENT SHALL EYELEVEL.AI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE "FEES AND PAYMENT FOR PURCHASED SERVICES" SECTION.

For customer-managed deployments, EyeLevel.ai shall have no liability for: (i) any failure to comply with legal or regulatory obligations, including GDPR, arising from Your use or management of the Products in Your environment; (ii) unauthorized modifications or integrations made by You or third parties acting on Your behalf; or (iii) loss or corruption of data caused by Your infrastructure, configuration, or security measures.
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Exclusion of Incidental, Consequential, and Certain Other Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES HOWEVER CAUSED (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUE OR PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER), WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

For SaaS-based deployments, EyeLevel.ai shall not be liable for any indirect or consequential damages arising from: (i) Your failure to comply with GDPR or other applicable data protection laws regarding Your Data; (ii) inaccuracies in Outputs generated by the Products; or (iii) Your reliance on Outputs for decisions involving sensitive personal data or regulatory compliance.

For customer-managed deployments, EyeLevel.ai shall not be liable for damages arising from: (i) unauthorized access to or misuse of Your Data within Your managed environment; (ii) the failure of security measures not implemented by EyeLevel.ai; or (iii) Your integration of the Products with third-party systems or software.
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Basis of the Bargain. THESE LIMITATIONS OF LIABILITY WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES ACKNOWLEDGE THAT THE FEE SCHEDULE HAS BEEN SET AND THIS AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS UNDER THIS AGREEMENT. OUR FEES FOR THE PRODUCTS REFLECT THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.

You acknowledge that EyeLevel.ai’s liability is further limited in customer-managed deployments due to Your sole control over the environment, data, and infrastructure in which the Products operate.
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General Applicability of Limitations. The foregoing limitations, exclusions, and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. These limitations expressly apply to both SaaS-based and customer-managed deployments, with liability adjusted based on EyeLevel.ai’s role and control as described in this Agreement.

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XIV. TERM AND TERMINATION

Term of Agreement. This Agreement commences on the date You accept it and continues until Your account has been terminated. If You elect to use the Products for a trial period and do not purchase the Products before the end of that period, this Agreement will terminate at the end of the trial period.
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Termination for Cause. Either party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii)if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
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Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any fees for any related services not actually provided. Upon any termination for cause by Us, You shall pay any unpaid Fees and related charges, billed or unbilled, covering any use of the Products or related services actually provided prior to the effective date of termination. In no event shall any termination relieve You of the obligation to pay any Fees and related charges payable to Us for the use of the Products or services provided prior to the effective date of termination.
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Return of Your Data.
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1. SaaS-Based Deployments: Upon request by You made within 90 days after the effective date of the termination of Your use of the SaaS-based Products, and provided that You have fully paid for all requested use of the Product and any related Services, We will make Your Data available to You for download.
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2. Customer-Managed Deployments: For Products licensed for customer-managed environments, You are solely responsible for maintaining backups and access to Your Data. Upon termination, We shall have no obligation to assist with data extraction or migration unless otherwise agreed in writing.

Deletion of Your Data.
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1. SaaS-Based Deployments: AFTER 90 DAYS FROM THE EFFECTIVE DATE OF YOUR TERMINATION OF YOUR USE OF THE PRODUCTS, WE SHALL HAVE NO OBLIGATION TO MAINTAIN OR PROVIDE ANY OF YOUR DATA AND, UNLESS LEGALLY PROHIBITED, MAY DELETE ALL OF YOUR DATA IN OUR SYSTEMS OR OTHERWISE IN OUR POSSESSION OR UNDER OUR CONTROL.
2. Customer-Managed Deployments: We shall have no responsibility to delete or otherwise manage Your Data stored within Your managed environment upon termination.
Effect of Termination. Upon termination of this Agreement for any reason:
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1. For SaaS-based Products, Your access to the Products will cease immediately, and You must return or destroy all related documentation or confidential information;
2. For customer-managed deployments, You must uninstall all copies of the Products and certify in writing that all copies have been destroyed or are no longer in use; and
3. Any unpaid Fees, including outstanding subscription, license, or maintenance fees, shall become immediately due and payable.

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XV. NOTICES, GOVERNING LAW AND JURISDICTION

Form and Mode of Notice. Unless otherwise provided in this section, any demand, notice or other communication ("Notice") given by either party to the other shall be in writing and delivered personally, effective on the date of delivery, by overnight delivery via a nationally recognized overnight courier to be effective the day following deposit, or sent by registered or certified mail, postage prepaid, return receipt requested, to be effective three (3) days after deposit.

For customer-managed deployments, EyeLevel.ai may also provide operational notices regarding the Products via email or through the administrative interface of the Products.
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Notice to Us. All Notices to Us shall be delivered via email to legal@eyelevel.ai AND via certified mail or express overnight service to EyeLevel.ai, 1127 S. Grant St., Denver, CO 80210. Notices related to GDPR or other data protection matters must explicitly reference “GDPR/Data Protection” in the subject line of the email and any accompanying documentation.
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Notice to You. Notices to You shall be addressed to the User and at the address designated by You in the Products or the Shipping Address on the Order Form, and in the case of billing-related notices, to the relevant billing contact designated by You. For customer-managed deployments, EyeLevel.ai may provide notices related to Product updates, security advisories, or technical requirements via the administrative interface of the Products or to the email address provided by Your designated account administrator.
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Address Changes. We may change Our address for Notices in which case we will provide notice of such change of address by notifying You at the email address You have registered with Us or, for customer-managed deployments, via the administrative interface of the Products. You may change your address at any time by accessing the Products using Your user login information or by notifying Us directly via email.
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Governing Law and Jurisdiction. This Agreement will be governed by the laws of the State of Delaware, without regard to the principles of conflict of laws, the United Nations Convention on Contracts for the International Sale of Goods, or other international laws. For matters relating to GDPR or other data protection regulations, the governing jurisdiction will be the country where the data controller (You) is established, to the extent required by applicable law.
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Waiver of Juries and Class Actions. Each party hereby waives its right to a trial by jury for disputes arising out of or related to this Agreement, including without limitation counterclaims regarding such disputes, claims related to the parties’ negotiations and inducements to enter into this Agreement, and other challenges to the validity or enforceability of this Agreement. The waiver in the preceding sentence applies regardless of the type of dispute, whether proceeding under claims of contract or tort (including negligence) or any other theory.

Neither party shall bring or participate in any class action or other representative proceeding arising out of or related to this Agreement, whether proceeding under contract or tort (including negligence) or any other theory (collectively, “This Agreement’s Claims”). This Agreement’s Claims include, without limitation, counterclaims, claims related to the parties’ negotiations and inducements to enter into this Agreement, and other challenges to the validity or enforceability of this Agreement. The proceedings excluded above in this section include, without limitation, class-wide arbitration and private attorney-general actions.

For GDPR-related claims, both parties agree to resolve disputes in accordance with applicable data protection laws, including the resolution mechanisms outlined in GDPR Article 77 through 79, where required.

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XVI. DCMA POLICY

EyeLevel.ai values intellectual property rights and is committed to addressing copyright infringement claims in compliance with the Digital Millennium Copyright Act (DMCA). This policy outlines our approach to handling DMCA claims for our services.

Scope of the Policy

EyeLevel.ai provides APIs for enterprise-grade Retrieval-Augmented Generation (RAG) in two formats:

Cloud-Based SaaS: Managed by EyeLevel.ai on our infrastructure.
Customer-Managed Deployments: Licensed for use on infrastructure controlled by our customers.

This policy applies only to our Cloud-Based SaaS services. For Customer-Managed Deployments, EyeLevel.ai does not have visibility or control over customer data or content and is therefore unable to directly address DMCA takedown requests for such deployments. Copyright owners must address any infringement concerns directly with the customer managing the deployment.

Submitting a DMCA Notice

If you believe content hosted in our Cloud-Based SaaS service infringes your copyright, you may submit a DMCA Notice to our designated agent. Your notice must include the following information to be considered valid:

Identification of the copyrighted work claimed to be infringed.
Identification of the allegedly infringing material, including sufficient detail (e.g., URLs, API usage details) to enable EyeLevel.ai to locate it.
Your contact information, including your name, address, telephone number, and email address.
A statement affirming that you have a good faith belief that the use of the material is unauthorized by the copyright owner, its agent, or the law.
A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
Your physical or electronic signature.

Send notices to the DCMA Agent at support@eyelevel.ai

How We Handle DMCA Notices

Upon receipt of a valid DMCA notice, EyeLevel.ai will:

Acknowledge receipt of the notice.
Conduct a review of the claim to determine its validity.
Notify the user responsible for the material of the claim and request additional information if necessary.
Work collaboratively with the parties involved to resolve the issue in a fair and reasonable manner.

EyeLevel.ai does not automatically remove content upon receipt of a DMCA notice. We strive to balance the rights of copyright owners with the rights of our customers.

Submitting a Counter-Notification

If you believe your material was reported in error, you may submit a Counter-Notification that includes:

Identification of the material that was removed or reported and its location before removal.
A statement, under penalty of perjury, that the material was removed due to mistake or misidentification.
Your consent to the jurisdiction of the federal court in your location or, if outside the U.S., the jurisdiction where EyeLevel.ai is located.
Your contact information, including your name, address, telephone number, and email address.
Your physical or electronic signature.

Counter-notifications should be sent to the DMCA Agent at the contact details above.

Repeat Infringer Policy

EyeLevel.ai reserves the right to address accounts of users who are repeatedly found to engage in copyright infringement, with actions ranging from further investigation to potential account restrictions.

Limitations for Customer-Managed Deployments

EyeLevel.ai does not have access to or control over data or content in Customer-Managed Deployments. As a result, we are unable to directly investigate or act on claims related to such deployments. Copyright holders must address claims of infringement directly with the customer managing the deployment.

Contact

If you have questions about this policy or need further assistance, please contact our DMCA Agent at support@eyelevel.ai

Note: This policy is provided for informational purposes and does not constitute legal advice. Please consult a legal professional for guidance specific to your situation.

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XVII. GENERAL TERMS

Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. For customer-managed deployments, You acknowledge that EyeLevel.ai has no control over or responsibility for the operation of the Products within Your environment, and this Agreement does not create any agency or fiduciary duty regarding the management or security of Your Data.
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Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
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Government Action. The Parties acknowledge that the Products and any related services may be subject to certain state, federal, local, or international laws, statutes, acts, ordinances, rules, codes, standards, and regulations, including but not limited to GDPR and other data protection laws. The parties further acknowledge that in the event that the terms set forth in this Agreement are affected or required to be modified by such laws or regulations, including changes in data protection laws applicable to SaaS or customer-managed deployments, such modifications shall be incorporated as required without terminating or invalidating this Agreement.
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Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law orin equity.
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Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
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Amendment. We may amend this Agreement from time to time by posting an amended version on our website and sending You a written notice thereof, which may be delivered via your email as You provide to Us. Such amendment will become effective 30 days after such notice unless You terminate this Agreement pursuant to the terms herein. For customer-managed deployments, amendments that materially impact technical operations or compliance obligations will only apply prospectively unless explicitly agreed otherwise. Your continued use of the Products after such 30-day notice period will confirm Your consent to such amendment.
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Construction. The parties agree that this Agreement will not be construed in favor of or against either party by reason of authorship.
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‍Cumulative Rights. The rights and remedies provided by thisAgreement are cumulative, and the exercise of any right or remedy by either party, whether pursuant to this Agreement, to any other agreement, or to law,shall not preclude or waive its right to exercise any or all other rights and remedies.
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‍Employee Solicitation. During the term(s) of this Agreement and for one(1) year following termination, neither party shall solicit any of the other's employees, contractors or affiliates involved in the Products or Services to consider alternate employment. For the avoidance of doubt, the preceding sentence does not forbid a solicitation to the general public.
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‍Assignment. Either party may assign this Agreement in its entirety (including all Order Forms), without consent from the other party but notice must be provided within 10 days of such assignment. For customer-managed deployments, You must ensure that any assignment does not compromise the security or compliance obligations associated with Your environment. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
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‍Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Nomodification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However,to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form,the terms of such exhibit, addendum or Order Form shall prevail.Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding OrderForms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
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‍Execution in Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.
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‍Force Majeure. Any delay in the performance of any duties or obligations of either party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outages, compliance with GDPR or other data protection laws, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other Party of the circumstances causing the delay and to resume performance as soon as possible.

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