LATENT AGENT END USER LICENSE AGREEMENT

PLEASE READ THIS LATENT AGENT END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY LATENT AI, INC. (“LATENT AI”). BY CLICKING ACCEPT BELOW, YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ANY ORDER FORMS OR SOWS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

• Latent Agent.
  1. Grant of License.  Subject to Customer’s compliance with the terms and conditions of this Agreement, Latent AI grants Customer a limited, non-sublicensable, non-transferable, nonexclusive license to use the Latent AI Efficient Inference Platform tools and services (the “LEIP Tools”) available for the pricing tier selected by Customer (“Tier”) during the Term (defined below) solely for Customer’s internal business purposes in accordance with Latent AI’s applicable user documentation (“Documentation”). The foregoing license allows deployment on-premises, on edge devices, or via cloud services and includes the right for Customer to (i) download, install, and operate the LEIP tools on Customer’s own device, edge hardware or infrastructure and (ii) access Latent AI’s cloud-based services (“Latent AI Platform”) for model compilation, inference services, and to test and run models remotely. The LEIP Tools and Latent AI Platform together are the “Services”, and the Services and Documentation are collectively the “Latent AI Materials”.
  2. Customer Restrictions.  Customer has no rights or licenses with respect to the Latent AI Materials except as expressly provided in this Agreement.  Without limiting the generality of the foregoing, Customer will not (and will not allow any third party to): (a) distribute, sell, rent, lease, lend, sublicense or transfer the Services or otherwise allow others to use for the benefit of any third party; (b) decompile, reverse engineer, or disassemble the Services or otherwise attempt to discover the source code of the Services, except solely to the extent applicable law prohibits reverse engineering restrictions; (c) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that may appear on the Services or during the use and operation thereof; (d) cause the Services to become subject to the terms of any open source license agreement; (e) copy, adapt, combine, create derivative works of, translate, localize, port or otherwise modify the Latent AI Materials; or (f) disable or bypass, or attempt to disable or bypass, any embedded security and encryption features or other measures that Latent AI may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services).
  3. Customer Responsibilities. Customer is responsible for the use of the Services by any person to whom Customer has given access thereto, even if Customer did not authorize such use.  Customer acknowledges and agrees that certain features of the Services enable Customer to provide, upload or make available Customer’s proprietary or authorized third-party machine learning models, labels and data (“Customer Data”) into the Services for model training. Customer is responsible for all of Customer’s activity in connection with the Services, including, but not limited to, uploading Customer Data. Customer represents, warrants and agrees that it will not provide or contribute anything to the Services or otherwise use or interact with the Services in a manner that: (i)  infringes or violates the intellectual property, contractual or other proprietary rights or any other rights of anyone else (including Latent AI); (ii) violates any law or regulation, including, without limitation, any applicable export control laws, laws related to data privacy or transmission of technical or personal data, artificial intelligence, automated decision-making technology, or international communications; or (iii) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable. For avoidance of doubt, Customer will not use the Services to generate, fine tune, or put into use an artificial intelligence system that is deemed prohibited under applicable law. Customer hereby agrees to indemnify and hold harmless Latent AI against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of the Services.
  4. Third Party Services. Customer acknowledges that Services may incorporate or interface with third party components, libraries, plugins, or external services (“Third Party Services”) to extend the Services functionality.   All use of Third Party Services will be governed by the respective licenses for such Third Party Services, which will be disclosed to Customer in the Documentation or user interface when applicable.  Customer is responsible for obtaining any necessary accounts, licenses, or rights required to use Third  Party Services, and for complying with the applicable terms. Any costs or fees associated with Third Party Services are Customer’s responsibility unless otherwise explicitly stated by Latent AI. Customer acknowledges and agrees that Latent AI is not responsible for the performance, availability, security, or functionality of Third Party Services that are not under Latent AI’s direct control. Any issues arising from the use of Third Party Services are the responsibility of the respective third-party providers. Latent AI may update, modify, or discontinue support for Third Party Services as necessary, particularly in response to changes in third-party APIs, licensing, or operational stability. In such cases, Latent AI will use commercially reasonable efforts to provide appropriate communication and, where possible, alternative solutions.

• Support.  Subject to Customer’s payment of all applicable Fees, Latent AI will provide availability, support and maintenance for the Services in accordance with the support package offered pursuant to the Tier selected by Customer.
  1. Updates. Latent AI may update, modify or enhance its products and services over time, including deploying software updates, adding new features, improving security, or retiring existing functionality  as Latent AI deems appropriate in its sole discretion (“Updates”), and such Updates will become part of the Latent AI Materials and subject to this Agreement; provided that Latent AI has no obligation under this Agreement or otherwise to provide any such Updates. Updates to on-premise software will be made available for download, while cloud services may be updated automatically with minimal disruption. Latent AI Customer understands that Latent AI may cease supporting old versions or releases of the Service at any time in its sole discretion; provided that Latent AI will use commercially reasonable efforts to give Customer reasonable prior notice of any major changes and guidance on transition options where feasible.
  2. Professional Assistance.  The parties may agree to have Latent AI perform certain additional services for Customer (e.g., custom model optimization, system integration, consulting or other professional services in connection with the Services, etc.) (“Professional Services”), by describing such Professional Services and any fees therefor on (i) an Order Form, or (ii) on a separate, mutually-executed Statement of Work which references this Agreement (each, an “SOW”, which upon mutual execution, will be incorporated into and form a part of the Agreement).  Subject to the terms and conditions of this Agreement, Latent AI agrees to use commercially reasonable efforts to provide the Professional Services described therein for the term specified therein (if any).  If Latent AI provides any Professional Services in excess of any agreed-upon hours estimate, or if Latent AI otherwise provides additional services beyond those agreed in an Order Form, Customer will pay Latent AI at its then-current hourly rates for consultation.

• Embedded Reporting and Use.  Customer acknowledges that the Services may contain automated reporting routines that will automatically identify and analyze certain aspects of use and performance metrics, including but not limited to, inference speed, memory usage, feature utilization frequency, diagnostic logs or error reports of the Services and/or the systems on which they are installed, as well as the operator and operating environment (including problems and issues that arise in connection therewith) (“Telemetry Data”), and provide e-mail and other reports to Latent AI. This Telemetry Data helps Latent AI improve service quality, address bugs, and recommend optimizations. Provided it does not identify Customer, Latent AI will be free to use for development, diagnostic and corrective purposes any Telemetry Data it so collects relating to diagnosis, problems, systems, performance, use or functionality. If Customer is on the Enterprise Tier, Customer may request to configure, limit or disable collection of Telemetry Data by sending an email to [insert email address]; provided that, Customer acknowledges that by opting out of Latent AI’s collection of Telemetry Data, Latent AI may be restricted in being able to provide proactive support and platform improvements to Customer.

• Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information.  The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.  Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.

• Intellectual Property Rights.  
  1. As between the parties, Latent AI retains all right, title, and interest in and to the Latent AI Materials as well as all models, training data (including compiled and/or labelled datasets provided by Latent AI) and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Latent AI for the purposes of this Agreement, including any copies and derivative works of the foregoing. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.
  2. Customer will retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein.  Customer hereby grants to Latent AI a worldwide, non-exclusive, royalty-free license to use, copy, access, process, reproduce, perform, display, modify, distribute and transmit Customer Data (other than Personal Data) for the purpose of (i) providing the Services and support to Customer and (ii) developing, training and improving Latent AI’s artificial intelligence and machine learning models, including models made available to other customers of Latent AI. Customer acknowledges and agrees that outputs generated by Latent AI’s models may be based in part on aggregated learnings from Customer Data and the data of other customers, and that such outputs are not considered Customer’s confidential information. Customer has the right to provide Customer Data to Latent AI for such purposes.
  3. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Latent AI with respect to the Services (“Feedback”).  Feedback, even if designated as confidential by Customer, will not create any confidentiality obligation for Latent AI notwithstanding anything else.  Latent AI acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind.  Customer will, and hereby does, grant to Latent AI a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.
  4. LatentAI will maintain commercially reasonable administrative, physical and technical safeguards for the Services designed to protect against accidental or unauthorized access, use, alteration or disclosure of Customer Data properly uploaded to the Services and processed or stored on a server and/or computer network owned or controlled by Latent AI for the Services. Any “personal data” or “personal information” as defined under applicable data protection laws (“Personal Data”) that is provided by Customer hereunder is subject to the Data Processing Addendum located at https://latentai.com/data-privacy {DPA_URL} (the “DPA”), which is hereby included and incorporated into this Agreement. Capitalized terms not defined herein will have the meaning given to them in the DPA.

• Fees; Payment.  Customer will pay Latent AI fees for the Services (“Fees”) in accordance with Customer’s Tier. For Customers on the Enterprise Tier, the Fees will be set forth on a mutually executed order form (“Order Form”) that will be incorporated into and form a part of this Agreement.  Unless otherwise specified in an Order Form, all Fees will be paid by credit or debit card through a third party payment processor. Customer will ensure that Customer’s card details are kept up to date to avoid any interruption to the Services.  Payments are subject to the payment processor’s terms of use and privacy policy.  Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Latent AI’s net income).  All Fees paid are non-refundable and are not subject to set-off.

• Term and Termination.  This Agreement will be effective as of the date Customer clicks accept, and will continue, for Customers on the Free and Premium Tiers, until terminated by either party as set forth below, and for Customers on the Enterprise Tier, for the period of time set forth on the Order Form (the “Term”). Customers on the Free and Premium Tiers may terminate this Agreement at any time. Upon termination, Customer’s access to the Services will immediately terminate, provided that Premium Customers will continue to have access to the Services for the remainder of the monthly billing period. Customers on the Enterprise Tier may terminate only in accordance with the terms of the Order Form. Sections 1.2, 1.3, 6, 7, 8 (to the extent any payment has accrued and yet to be paid) and 9 through 17 will survive any expiration or termination or termination of this Agreement. Without limiting the foregoing, Latent AI may suspend or limit or terminate Customer’s access to or use of the Services in the event of a material breach of this Agreement or if (i) Customer’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Services results in (or is reasonably likely to result in) damage to or material degradation of the Services which interferes with Latent AI’s ability to provide access to the Services to other customers; provided that in the case of subsection (ii): (a) Latent AI will use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Latent AI will use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Latent AI will reinstate Customer’s use of or access to the Services, if Customer remediates the issue within thirty (30) days of receipt of such notice. Latent AI will provide notice and an opportunity to cure before termination where feasible. For the avoidance of doubt, upon expiration or termination of this Agreement for any reason, all rights granted under this Agreement terminate, and Customer will immediately cease any use of the Services and destroy all copies of the Latent AI Materials in its possession.

• Limited Warranty; Disclaimer.
  1. Latent AI represents and warrants that: (i) it has full power and authority to enter into this Agreement and to carry out its obligations hereunder; (ii) the execution and delivery of this Agreement and the performance of its obligations hereunder will not result in the breach of any terms and conditions of, or constitute a default under, any other agreement to which it is bound; and (iii) it will perform all of its obligations hereunder in compliance with all applicable laws, rules and regulations.
  2. EXCEPT AS EXPRESSLY SET FORTH SET FORTH IN THIS AGREEMENT, THE LATENT AI MATERIALS ARE PROVIDED “AS-IS.”  LATENT AI DOES NOT MAKE ANY REPRESENTATION, WARRANTY OR COVENANT REGARDING THE LATENT AI MATERIALS OR THAT THE LATENT AI MATERIALS WILL MEET CUSTOMER’S REQUIREMENTS. LATENT AI HEREBY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

• Limitation of Liability.  IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL LATENT AI OR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF   (IN THE AGGREGATE) THE FEES PAID BY CUSTOMER TO LATENT AI HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

• Indemnification.
  1. Latent AI will defend, indemnify, and hold harmless Customer and its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses (including reasonable attorneys’ fees and costs) (“Losses”), that arise from or relate to a third-party claim (“Claim”) alleging that use of the Services as expressly authorized hereunder, infringes any intellectual property or other right of such third party. Latent AI’s obligation to indemnify under this Section shall not apply to the extent that the Claim arises from or relates to (1) use of the Services in a manner that is not expressly authorized under this Agreement, (2) modifications to the Services made by anyone other than Latent AI; (3) the combination of the Services with hardware or software not made by Latent AI; (4) continued use of the Services or other allegedly infringing activity after receiving notice of the alleged infringement; and/or (5) any version of the Services that is no longer supported by Latent AI. Customer will defend, indemnify, and hold harmless Latent AI and its employees, contractors, directors, suppliers and representatives from all Losses arising from or relating to any Claim excluded under this Section or any Claim otherwise arising out of Customer Data, Customer’s actions in connection with any unauthorized or unlawful use or modification of the Services, including any claim that such actions violate any applicable law or third party right.
  2. Each party’s indemnification obligations (the “indemnifying party”) hereunder are conditioned upon the party seeking indemnification (the “indemnified party”) providing the indemnifying party with (i) prompt notice of the Claim, (ii) sole control over the defense and settlement of such Claim, and (iii) at the indemnified party’s request and expense, reasonable cooperation in the defense and settlement of such Claim.

• Venue; Governing Law.  If Customer is located in the United States, this Agreement will be construed and enforced under the laws of the State of Delaware without regard to its conflicts of laws principles.  Each party hereby irrevocably consents to the exclusive jurisdiction of the United States District Court for the District of Delaware, or, if federal subject matter jurisdiction is lacking, then in the Delaware state trial court. If Customer is located outside the United States, this Agreement will be construed and enforced under the laws of the State of Delaware without regard to its conflicts of laws principles, and all disputes arising out of or in connection with this Agreement will be finally settled in Delaware, under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with such rules and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The arbitrator(s) will have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a dispute. Such arbitration will be conducted by a single arbitrator chosen by mutual agreement of the parties. The decision of the arbitrator as to any claim or dispute will be final, binding, and conclusive upon the parties to this Agreement. The parties to the arbitration may apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration provision and without abridgement of the powers of the arbitrator(s). Each party will pay its own costs and expenses (including attorneys’ fees) of any such arbitration, and each party waives its right to seek an order compelling the other party to pay its portion of its costs and expenses (including counsel fees) for any arbitration.

• No Third-Party Beneficiaries.  The parties agree that this Agreement is intended to be solely for the benefit of the parties hereto and that no third parties will obtain any direct or indirect benefits from the Agreement, have any claim or be entitled to any remedy under this Agreement or otherwise in any way be regarded as third-party beneficiaries under this Agreement.

• Assignment.  Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that Latent AI may assign its rights and obligations under this Agreement without the consent of Customer in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to this Agreement or similar transaction.  This Agreement inures to the benefit of and will be binding on the parties’ permitted assignees, transferees and successors.

• Government Customers. To the extent that Customer is an agency or instrumentality of the U.S. government, the parties agree that the Latent AI Materials are commercial computer software and commercial computer software documentation, and that Customer’s rights therein are as specified in this Agreement, per FAR 12.212 and DEARS 227.7202-3, as applicable, or in the case of NASA, subject to NFS 1852.227-86.

Miscellaneous:  Latent AI may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after the Latent AI provides notice of the Changes, whether such notice is provided through a user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.  Under this Agreement, you consent to receive communications from the Latent AI electronically. The Latent AI Materials may be subject to export laws and regulations.  Customer agrees to comply with any United States and international export laws and regulations that may apply. All notices and correspondence under this Agreement will be in writing and will be delivered by personal service, express courier, or certified mail, return receipt requested, to the addresses first set forth herein, or at such different address as may be designated by such party by written notice to the other party from time to time.  All notices will be deemed received and effective upon receipt if delivered personally or sent by express courier, and seven (7) days after mailing if sent by certified mail.  This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and merges and supersedes all prior discussions and writings with respect hereto.  No modification, alteration or amendment of this Agreement will be effective unless set forth in writing and signed by the parties.  If any provision of this Agreement is determined by a court to be invalid, unenforceable or illegal, such provision will be (a) modified to be made valid, enforceable and legal in such a manner as to best effectuate the manifest intent of the parties on the date hereof, or (b) deemed eliminated where such modification is not practicable; and the remainder of this Agreement will remain in effect in accordance with its terms as modified by such modification or deletion.  The failure or delay of either party to insist in any one or more instances upon performance of any of the terms, covenants or conditions of this Agreement or to exercise any right, power or privilege under this Agreement, will not operate or be construed as a relinquishing of future performance under this Agreement or as a waiver of any of the same or similar rights, powers or privileges in the future, and the obligation of the other party with respect to such future rights or performance will continue in full force and effect as if such failure or delay never occurred.  Paragraph headings used in this Agreement are for reference purposes only and will not be interpreted to limit or affect in any way the meaning of the language contained in such paragraphs.  No provision of this Agreement will be construed against either party as the drafter thereof.