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IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY
This End User License Agreement ("Agreement" or "EULA") is a legal agreement between you, either a company, an individual, or a single entity ("Licensee", "you", or "your"), and Uno.ai, Inc. ("Licensor", "we", "us", or "our") for the AI Agents Platform for Governance, Risk, and Compliance software application, associated media, printed materials, and online or electronic documentation (collectively, the "Software").
BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.
Subject to the terms and conditions of this Agreement and payment of applicable license fees, Licensor grants you a non-exclusive, non-transferable license to use the Software for your internal business operations.
2.1 Productivity Tool. The Software is designed and intended to be used solely as a productivity-enhancing tool for governance, risk, and compliance activities. The Software produces recommendations, analyses, and other outputs that are meant to assist human decision-making, not replace it.
2.2 Mandatory Human Review. You acknowledge and agree that all outputs, recommendations, analyses, and other content generated by the Software ("Output") must be reviewed by qualified human personnel prior to implementation or reliance. You shall ensure that appropriately skilled and knowledgeable individuals review all Output in accordance with your organization's governance, risk, and compliance requirements and applicable laws and regulations.
2.3 No Automated Decision-Making. You shall not configure, use, or deploy the Software to make automated decisions without meaningful human oversight, especially in contexts that may significantly affect individuals or have legal or similarly significant effects.
3.1 No Liability for Output. THE SOFTWARE PROVIDES RECOMMENDATIONS AND OUTPUT BASED ON AVAILABLE DATA AND ALGORITHMIC PROCESSING. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY ACTIONS TAKEN OR NOT TAKEN BASED ON ANY OR ALL OF THE OUTPUT OF THE SOFTWARE. THE ULTIMATE RESPONSIBILITY FOR ALL DECISIONS, IMPLEMENTATIONS, AND COMPLIANCE ACTIVITIES RESTS SOLELY WITH YOU.
3.2 No Legal Advice. The Software does not provide legal advice. Any Output related to legal compliance must be reviewed by qualified legal professionals before implementation.
4.1 You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law.
4.2 You may not rent, lease, or lend the Software to any third party.
4.3 You may not sublicense, assign, or transfer this license or the Software except as expressly provided in this Agreement.
4.4 You may not use the Software for any purpose that is unlawful or prohibited by this Agreement.
5.1 The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
5.2 All title and intellectual property rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software), and any copies you are permitted to make herein, are owned by Licensor or its suppliers.
5.3 You acknowledge that you have no rights to the intellectual property contained in the Software except as expressly set forth in this Agreement.
6.1 Licensor will collect and use technical and related information, including but not limited to technical information about your use of the Software, to improve its products and services. Licensor will handle this information in accordance with its Privacy Policy.
6.2 You represent and warrant that you have all necessary rights and permissions to provide any data processed by the Software, and that your use of the Software complies with all applicable privacy and data protection laws.
7.1 Each party may have access to confidential information of the other party ("Confidential Information"). Each party agrees to maintain the confidentiality of the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but not less than reasonable care.
7.2 Confidential Information does not include information that: (a) is or becomes generally available to the public; (b) was in the receiving party's possession before receipt from the disclosing party; (c) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.
8.1 Limited Warranty. Licensor warrants that the Software will perform substantially in accordance with the accompanying documentation for a period of ninety (90) days from the date of receipt.
8.2 Customer Remedy. Licensor's and its suppliers' entire liability and your exclusive remedy shall be, at Licensor's option, either (a) return of the price paid, or (b) repair or replacement of the Software that does not meet the Limited Warranty.
8.3 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
9.1 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE.
10.1 You agree to comply with all applicable laws and regulations regarding the use of the Software.
10.2 You acknowledge that the Software may be subject to export restrictions imposed by the United States and other governments.
11.1 This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice if you fail to comply with any term of this Agreement.
11.2 Upon termination of this Agreement, you shall cease all use of the Software and destroy all copies, full or partial, of the Software.
11.3 Sections pertaining to Confidentiality, Disclaimer of Liability, Limitation of Liability, and any accrued payment obligations shall survive the termination of this Agreement.
12.1 Licensor may from time to time provide updates, patches, or new versions of the Software. Such updates may be automatically installed without providing additional notice or receiving additional consent.
12.2 Technical support services, if any, will be provided in accordance with Licensor's then-current terms and conditions for such services.
13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law.
13.2 Any dispute arising out of or related to this Agreement shall first be addressed through good faith negotiations. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association.
The Software and documentation 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. All U.S. Government end users acquire the Software with only those rights set forth herein.
This Agreement constitutes the entire agreement between you and Licensor regarding the Software and supersedes all prior agreements, understandings, and communications, whether written or oral.
If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remainder of this Agreement shall nonetheless remain in full force and effect.
No failure to exercise, nor any delay in exercising, on the part of either party, any right or remedy under this Agreement shall operate as a waiver thereof.
Licensor may assign this Agreement without prior notice to you. You may not assign this Agreement without the prior written consent of Licensor.
If you have any questions about this Agreement, please contact Licensor at agreement@uno.ai
BY CLICKING "I ACCEPT" OR INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.