End User License Agreement
This End User License Agreement ("EULA”) is a binding agreement between you ("End User", “your” or "you") and Atomic Canyon, Inc. ("Company"). This EULA governs your use of Atomic Canyon, Inc.’s “Neutron”, (including all related documentation, the "Software"). The Software is licensed, not sold, to you.
BY USING THE SOFTWARE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS EULA; (B) REPRESENT THAT YOU ARE PERMITTED TO ENTER INTO A BINDING AGREEMENT ON BEHALF OF YOUR ORGANIZATION; AND (C) ACCEPT THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
1. License Grant. Subject to the terms of this EULA, Company grants you a limited, non-exclusive, and nontransferable license to:
a) access and use the Software via the provided web portal only for your internal business purposes on devices owned or otherwise controlled by you strictly in accordance with the Software’s documentation.
2. License Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by the Software, you shall not:
a) copy the Software, except as expressly permitted by this license;
b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software;
c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Software, including any copy thereof;
e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any third party for any reason;
f) use any robot, spider, or other automatic device, process, or means to access the Software for any purpose, including monitoring or copying any of the material on the Software;
g) use any manual process to monitor or copy any of the material on the Software, or for any other purpose not expressly authorized in this EULA, without Company's prior written consent;
h) frame, mirror, or otherwise incorporate the Software or any portion of the Software as part of any other website, or service;
i) use the Software in any manner that could disable, overburden, damage, or impair the Software or interfere with any other party's use of the Software; or
j) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Software.
k) uploading, posting, emailing, transmitting, distributing, storing, or otherwise making available any content that is unlawful, harmful, threatening, confidential, proprietary, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of privacy, hateful, or objectionable.
l) Impersonating any person or entity, forging headers, or otherwise manipulating identifiers.
m) uploading content that you do not have the right to make available under any law or contractual relationship.
n) uploading material containing software viruses or other harmful code.
o) using the Software to provide material support to any organization designated as a foreign terrorist organization.
p) using the Software to violate any applicable law.
q) stalking or harassing another user.
r) collecting or storing personal data about other users in connection with prohibited conduct.
3. Security Violations: You are prohibited from:
a) accessing data or services to which you have not been granted access.
b) logging into a server or account you are not authorized to access.
c) probing, scanning, or testing the vulnerability of any system or network.
d) interfering with service to any user, host, or network.
e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.
4. Reservation of Rights. You acknowledge and agree that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this EULA, or any other rights thereto other than to use the Software in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this EULA. Company and its licensors reserve and shall retain their entire right, title, and interest in and to the Software, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this EULA.
5. Collection and Use of Your Information. You acknowledge that when you use the Software, Company may use automatic means (including, for example, cookies and web beacons) to collect information about you and about your use of the Software. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Software or certain of its features or functionality. All information we collect through or in connection with this Software is subject to our Privacy Policy, available upon request. By downloading, installing, using, and providing information to or through this Software, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
6. Ownership of Content and Data Rights.
a. Ownership of Content. Company does not claim ownership of any content you provide, post, input, or submit to, or receive from, the Software. You will need to make Your own determination regarding the intellectual property rights you have in output content and its usability, taking into account, among other things, your usage scenario(s) and the laws of the relevant jurisdiction. You warrant and represent that You own or otherwise control all of the rights to Your content as described in these Terms including, without limitation, all the rights necessary for You to provide, post, upload, input, or submit the content. All data, content, prompts, uploads, and other materials provided by You ("Your Data") remain Your the exclusive property. You warrant and represent that You own or otherwise control all of the rights to Your content as described in these Terms including, without limitation, all the rights necessary for You to provide, post, upload, input, or submit the content.
b. Prohibition on Training Use. Company shall not use Your Data for training, improving, or developing Company's models, algorithms, or other machine learning systems without Your prior written consent. This prohibition applies to all Your Data, including but not limited to prompts, uploads, feedback, and any derivative works created therefrom.
c. Data Retention and Deletion. Company will retain Your Data only for the duration necessary to provide the Software services. Upon termination of this Agreement or upon Your written request, Company will securely delete all Your Data within a commercially reasonable period, except as required by applicable law.
d. Security and Access Controls. Company will implement and maintain appropriate technical and organizational security measures to protect Your Data, including but not limited to encryption in transit and at rest, access controls, and regular security audits. Access to Your Data will be limited to Company personnel who require such access to provide the Software services and who have executed confidentiality agreements.
e. Third Party Access Restrictions. Company will not provide, sell, license, or otherwise grant access to Your Data to any third party without Your prior written consent, except as required by law or court order, in which case Company will provide you with prompt notice when legally permissible.
7. Site Content: All materials made available through the Services, including but not limited to text, graphics, logos, images, and other content, are protected under copyright, trademark, and other applicable laws. This includes content owned by Company as well as third-party content. Unauthorized use of any Site Content may violate these laws. Use of any third-party content must be in accordance with the applicable licensing terms or other governing agreements with those organizations.
8. Geographic Restrictions. The Content and Services are based in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.
9. Updates. Company may from time to time in its sole discretion develop and provide Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
10. Additional Third-Party Materials. The Software may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to additional third-party websites or services ("Additional Third-Party Materials"). You acknowledge and agree that Company is not responsible for Additional Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Additional Third-Party Materials. Additional Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
11. Responsible Use of Artificial Intelligence.
a. AI System Limitations and Advisory Nature. The Software utilizes artificial intelligence technology that is designed to provide informational and analytical assistance only. All AI-generated outputs, recommendations, analyses, and responses are advisory in nature and do not constitute professional advice, including but not limited to legal, financial, engineering, safety, or regulatory advice. You acknowledge that the AI system has inherent limitations and may produce outputs that are incomplete, inaccurate, outdated, or inappropriate for specific use cases.
b. Human Oversight Requirement. You agree that all AI-generated outputs must be reviewed, validated, and approved by qualified human personnel before reliance or implementation. The AI system is not a substitute for professional judgment, expertise, or decision-making. You retain full responsibility for all decisions made based on or in connection with AI-generated outputs.
c. Safety and Appropriateness Measures. Company will implement commercially reasonable measures to promote safe and appropriate AI responses, including content filtering, output monitoring, and system limitations designed to prevent harmful or inappropriate outputs. However, Company cannot guarantee that the AI system will never produce inappropriate, biased, or potentially harmful content.
d. Prohibited Uses. You shall not use the AI system for: (a) making critical safety, operational, or regulatory decisions without appropriate human review and validation; (b) generating content intended to deceive, manipulate, or harm individuals; (c) creating discriminatory or biased analyses or recommendations; (d) bypassing established safety protocols or regulatory requirements; or (e) any use that violates applicable laws or regulations.
e. Incident Reporting. You agree to promptly report to Company any AI outputs that are inappropriate, potentially harmful, biased, or otherwise problematic. Company will investigate such reports and take reasonable corrective measures.
f. Model Updates and Change. Company reserves the right to update, modify, or replace the AI models used in the Software. Company will provide reasonable notice of material changes that may affect system performance or capabilities.
g. Disclaimer of Warranties. COMPANY MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED OUTPUTS. CUSTOMER USES THE AI SYSTEM AT ITS OWN RISK AND AGREES TO IMPLEMENT APPROPRIATE SAFEGUARDS AND OVERSIGHT MEASURES.
12. Term and Termination.
a) The term of EULA commences when you begin use of the Software and will continue in effect until terminated by you or Company as set forth in this Section 12.
b) You may terminate this EULA by notifying Company in writing of your intent to terminate this EULA.
c) Company may terminate this EULA at any time without notice if it ceases to support the Software, which Company may do in its sole discretion or for convenience with thirty (30) days' notice to you. In addition, this EULA will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this EULA.
d) Upon termination:
i. all rights granted to you under this EULA will also terminate; and
ii. you must cease all use of the Software and delete all copies of the Software.
e) Termination will not limit any of Company's rights or remedies at law or in equity.
13. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, SOFTWARE, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
14. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR THE CONTENT AND SERVICES FOR:
a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
15. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your misuse of the Software or your material breach of this EULA, including but not limited to the content you submit or make available through this Software.
16. Export Regulation. The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US. Company shall not allow access to any of your information controlled by the Department of Energy under regulations at 10 CFR Part 810 by persons who are “foreign nationals” as defined under the regulation or who are located outside the United States.
17. US Government Rights. The Software is a commercial product, consisting of commercial computer software and commercial computer software documentation, as such terms are defined in 48 C.F.R. § 2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
18. Severability. If any provision of this EULA is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this EULA will continue in full force and effect.
19. Governing Law. This EULA is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this EULA or the Software shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
20. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
21. Entire Agreement. This EULA and our Privacy Policy constitute the entire agreement between you and Company with respect to the Software and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Software.
22. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this EULA and any applicable purchase or other terms, the terms of this EULA shall govern.