End User License Agreement (EULA)

Subject to your compliance with these terms and the Agreement, IdealAi LLC grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business purposes in accordance with the Agreement and any applicable Documentation. This license does not include the right to: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Platform; (c) sublicense, sell, resell, transfer, assign, or otherwise dispose of the Platform; (d) use the Platform to build a competing product or service; or (e) use the Platform in any manner that violates applicable law or the Agreement.

The Platform, including all software, code, models, content, documentation, designs, and other materials, is and remains the exclusive property of IdealAi LLC and its licensors. SSYP operates the Platform pursuant to an exclusive commercial license from IdealAi LLC. Nothing in the Agreement transfers any ownership interest in the Platform to you or to Customer. All rights not expressly granted are reserved to IdealAi LLC.

You may not: (a) copy, modify, or create derivative works based on the Platform; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, underlying algorithms, or trade secrets of the Platform; (c) remove, alter, or obscure any proprietary notices on the Platform; (d) use the Platform to develop a competing product or service; (e) use the Platform to process data on behalf of third parties in a manner that constitutes a service bureau, time-sharing, or outsourcing arrangement without SSYP's prior written consent; or (f) use the Platform in any manner that violates applicable law or the Agreement.

Any unauthorized use of the Platform may result in immediate termination of the license granted herein and may subject you to civil and criminal liability.

IdealAi LLC and SSYP reserve the right to modify, update, or discontinue the Platform (or any part thereof) at any time, with or without notice. Updates and modifications to the Platform are part of the Platform and are subject to this EULA. Continued use of the Platform following any update or modification constitutes acceptance of the updated Platform.

The Platform may incorporate third-party software components, open-source libraries, and AI model services. Such components are subject to their respective license terms, which are available upon request. IdealAi LLC and SSYP make no representations or warranties regarding third-party components beyond those required by applicable law.

If you provide any feedback, suggestions, or recommendations regarding the Platform ("Feedback"), you hereby grant IdealAi LLC and SSYP an irrevocable, perpetual, worldwide, royalty-free license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, without restriction or obligation to you. To the extent any rights in such Feedback are not granted by operation of law, you hereby assign such rights to IdealAi LLC.

This EULA is effective until terminated. Your rights under this EULA will terminate automatically and without notice if you fail to comply with any term of this EULA or the Agreement. Upon termination of this EULA, you must immediately cease all use of the Platform and destroy all copies, full or partial, of the Platform in your possession. Sections 2 (Ownership), 3 (Restrictions), 6 (Feedback), and 8 (Disclaimer of Warranties) survive termination of this EULA.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDEALAI LLC AND SSYP DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND COMPLETENESS. IDEALAI LLC AND SSYP DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT AI OUTPUT WILL BE ACCURATE OR RELIABLE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IDEALAI LLC OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS EULA OR THE PLATFORM. IDEALAI LLC'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS EULA WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO SSYP FOR THE PLATFORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

This EULA is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising out of or relating to this EULA that is not resolved through the dispute resolution process in the Terms of Service will be resolved in the courts of the State of Delaware.

If you have questions about this EULA, please contact IdealAi LLC at [email protected] or SSYP Solutions LLC at [email protected].