End User License Agreement (EULA)

This End User License Agreement ("EULA") governs the access and use of the Product provided by The San Francisco AI Factory Inc. ("Factory") to the customer identified in the applicable Order ("End User").

1. Grant of License and Definitions

Grant: Subject to compliance with this EULA, Factory grants End User a non-sublicensable, non-transferable, and non-exclusive license to access and use the Products solely for End User's internal business purposes for the duration of the Service Term.

"Outputs" means the code, documents, and other materials generated by an End User through the authorized use of the Product. End User may use the Outputs for its internal operations.

"Product" means the Factory platform, software (including Local Software and agents), documentation, APIs, and any other products, services, or materials provided by Factory to End User under this Agreement.

Prohibited Acts: End User shall not (and shall not permit any third party to): (i) provide access to, distribute, sell or sublicense the Product; (ii) use the Product on behalf of, or to provide any product or service to, third parties; (iii) use the Product to develop a similar or competing product or service; (iv) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Product, except to the extent expressly permitted by Law (and then only with prior notice to Vendor); (v) modify or create derivative works of the Product, copy any element of the Product or incorporate the Product into or with other products; (vi) remove or obscure any product identification or proprietary notices in the Product; (vii) publish benchmarks or performance information about the Product; (viii) interfere with the Product's operation, circumvent its access restrictions, rate limits, security measures or conduct any security or vulnerability test of the Product or (ix) transmit any viruses or other harmful materials to the Product.

"Reseller Product" means any training, implementation, integration, customization, consulting, or other products or services provided by a Reseller to End User in connection with the Product.

"Service Term" means the period of time for which End User has purchased a subscription to the Product, as specified in the applicable Order.

2. Reseller Relationship and Payment

Third-Party Purchase: End User acknowledges that the Product is purchased through an authorized Reseller.

Payment Flow: All fees are payable directly to the Reseller under the terms of the agreement between End User and Reseller.

Non-Payment: Factory reserves the right to cancel or suspend the Product with respect to any End User if it fails to receive payment from the Reseller for End User's account.

3. End User Data, AI Training, and Feedback

Ownership: Factory retains all right, title, and interest in and to the Product and its underlying code.

End User Data: "End User Data" means any data or material provided or uploaded by an End User to the Product.

Aggregated Data & AI Improvement: Factory may use End User Data to collect and produce Aggregated De-Identified Data. End User agrees that Factory is expressly to use Aggregated De-Identified Data to analyze and improve Factory's Products; this right is irrevocable and survives termination. Notwithstanding the foregoing, in no event shall Factory use any End User Data to develop or train AI models without End User's prior written consent.

Training: With prior written consent, Factory may use End User Data to specifically train the Products for the End User's benefit.

Security: Factory will use commercially reasonable efforts to maintain the security of End User Data.

Feedback: If End User provides any suggestions or enhancement requests ("Feedback"), End User grants Factory a perpetual, irrevocable, worldwide license to use or incorporate such Feedback into its products and services without restriction.

Usage Data: Factory may collect and analyze Usage Data (telemetry regarding performance and use of the Product) to improve the Product and verify consumption of Factory Standard Credits.

4. Termination; Breach

Factory may terminate this EULA upon notice if End User materially breaches any terms. Upon termination, End User shall cease all use of the Products. FACTORY HAS THE RIGHT TO SUSPEND ACCESS TO THE PRODUCT UPON TERMINATION OR MATERIAL BREACH.

5. Warranty and Support

Support: Factory provides Support directly to End User during the subscription term solely for the unmodified Product. Factory is not responsible for, and will not provide support for, any Reseller Products. End User must look solely to the Reseller for support regarding any custom code, integrations, or services performed by such Reseller.

AI Output Disclaimer: Outputs are generated by artificial intelligence. Factory does not guarantee the accuracy, completeness, or reliability of any Outputs. End User is solely responsible for reviewing and validating all Outputs before use or reliance. Use of any Outputs (including any code) is at End User's sole risk.

Disclaimer: ALL PRODUCTS, SUPPORT, AND MATERIALS ARE PROVIDED BY FACTORY "AS IS". FACTORY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

6. Indemnification by End User

End User shall defend, indemnify, and hold harmless Factory from and against any third-party claims arising out of or related to: (a) an allegation that End User Data infringes a third party's intellectual property or privacy rights; (b) End User's breach of usage restrictions; or (c) End User's use of the Outputs in a manner that violates law or third-party rights.

7. Limitation of Liability

Except for excluded claims, Factory's total aggregate liability arising out of or related to this agreement shall not exceed the amounts actually paid by Reseller to Factory for End User's subscription during the 12 months preceding the claim. Factory shall not be liable for any lost profits, lost data, or any indirect, special, incidental, or consequential damages.

8. Governing Law and Arbitration

This EULA is governed by the laws of the State of California. Any dispute arising out of or related to this EULA shall be determined by binding arbitration in San Francisco, California.