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GROUNDX COMMUNITY LICENSE AGREEMENT

GroundX On Prem Version Release Date: Dec 12, 2024

  • "Agreement" means the terms and conditions for use, reproduction, distribution, and modification of the GroundX Materials set forth herein.
  • "Documentation" means the specifications, manuals, and documentation accompanying GroundX distributed by EyeLevel.ai.
  • "Licensee" or "you" means you, your employer, or any other person or entity (if you are entering into this Agreement on such person or entity's behalf), of the age required under applicable laws, rules, or regulations to provide legal consent and having the legal authority to bind your employer or such other person or entity.
  • "GroundX" includes the proprietary software, algorithms, and digital assets used within the GroundX product. This includes, but is not limited to, the technology used in searching, parsing, storing, serving, provisioning, and deploying. This includes all model binaries, application logic, and any other digital assets distributed by EyeLevel.ai to enable GroundX parse, ingest, store, search, or any other function within GroundX or in deploying or provisioning GroundX.
  • "GroundX Materials" means, collectively, EyeLevel.ai's proprietary GroundX and Documentation (and any portion thereof) made available under this Agreement.
  • "EyeLevel.ai" or "we" means Cashbot.ai, Inc. (DBA EyeLevel.ai)
  • By clicking "I Accept" below or by using or distributing any portion or element of the GroundX Materials, you agree to be bound by this Agreement.

1. License Rights and Redistribution

  1. Grant of Rights You are granted a non-exclusive, worldwide, non-transferable, and royalty-free limited license under EyeLevel.ai's intellectual property or other rights embodied in the GroundX Materials to use, reproduce, distribute, copy, create derivative works of, and make modifications to the GroundX Materials.

  2. Redistribution and Use

    1. If you distribute or make the GroundX Materials, or any derivative works thereof, available to a third party, you shall provide a copy of this Agreement to such third party.
    2. If you receive GroundX Materials, or any derivative works thereof, from a Licensee as part of an integrated end-user product, then Section 2 of this Agreement will not apply to you.
    3. You must retain in all copies of the GroundX Materials that you distribute the following attribution notice within a "Notice" text file distributed as a part of such copies: "GroundX is licensed under the GroundX Community License, Copyright (c) EyeLevel.ai, All Rights Reserved."
    4. Your use of the GroundX Materials must comply with applicable laws and regulations (including trade compliance laws and regulations) and adhere to the Acceptable Use Policy for the GroundX Materials (available at https://www.eyelevel.ai/product/terms-conditions), which is hereby incorporated by reference into this Agreement.
    5. You will not use the GroundX Materials or any output or results of the GroundX Materials to improve any other machine-learning model (excluding GroundX or derivative works thereof).

2. Additional Commercial Terms

If, at the beginning of a calendar year, the revenue of the previous year of the products or services made available by or for Licensee, or Licensee's affiliates, exceeds $5M, you must request a license from EyeLevel.ai. This can be done by either purchasing a license through the EyeLevel.ai website, or by contacting EyeLevel.ai for a licensing agreement or free use extension, which EyeLevel.ai may grant at its sole discretion. You are not authorized to exercise any of the rights under this Agreement unless or until EyeLevel.ai otherwise expressly grants you such rights.

3. Disclaimer of Warranty

UNLESS REQUIRED BY APPLICABLE LAW, THE GROUNDEX MATERIALS AND ANY OUTPUT AND RESULTS THEREFROM ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING OR REDISTRIBUTING THE GROUNDEX MATERIALS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF THE GROUNDEX MATERIALS AND ANY OUTPUT AND RESULTS.

4. Limitation of Liability

IN NO EVENT WILL EYELEVEL.AI OR ITS AFFILIATES BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, PRODUCTS LIABILITY, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF EYELEVEL.AI OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING.

5. Intellectual Property

  1. No trademark licenses are granted under this Agreement, and in connection with the GroundX Materials, neither EyeLevel.ai nor Licensee may use any name or mark owned by or associated with the other or any of its affiliates, except as required for reasonable and customary use in describing and redistributing the GroundX Materials.
  2. Subject to EyeLevel.ai's ownership of GroundX Materials and derivatives made by or for EyeLevel.ai, with respect to any derivative works and modifications of the GroundX Materials that are made by you, as between you and EyeLevel.ai, you are and will be the owner of such derivative works and modifications.
  3. If you institute litigation or other proceedings against EyeLevel.ai or any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the GroundX Materials or their outputs or results, or any portion of any of the foregoing, constitutes an infringement of intellectual property or other rights owned or licensable by you, then any licenses granted to you under this Agreement shall terminate as of the date such litigation or claim is filed or instituted. You will indemnify and hold harmless EyeLevel.ai from and against any claim by any third party arising out of or related to your use or distribution of the GroundX Materials.

6. Term and Termination

The term of this Agreement will commence upon your acceptance of this Agreement or access to the GroundX Materials and will continue in full force and effect until terminated in accordance with the terms and conditions herein. EyeLevel.ai may terminate this Agreement if you are in breach of any term or condition of this Agreement. Upon termination of this Agreement, you shall delete and cease use of the GroundX Materials. Sections 3, 4, and 7 shall survive the termination of this Agreement.

7. Governing Law and Jurisdiction

This Agreement will be governed and construed under the laws of the State of Colorado without regard to choice of law principles, and the UN Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The courts of Colorado shall have exclusive jurisdiction of any dispute arising out of this Agreement.