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AICA System: Terms of Use

Important: Your Use of AICA Software is Governed by These Legally Binding Terms

Welcome to the AICA System. Before you access or use any AICA software, including but not limited to AICA Core, AICA Studio, associated application programming interfaces (APIs), algorithms, models, (collectively the "Software"), any accompanying documentation ("Documentation"), or updates ("Updates"), you, as an individual user ("User," "You"), must read and agree to these User Terms of Use ("User Terms").

These User Terms are a legally binding agreement between You and AICA SA ("AICA"). Your right to use the Software is contingent upon your acceptance of these User Terms. If you or your organization have entered into a separate written agreement (such as the 'AICA System License & Deployment Key Agreement') or an accepted click-through agreement (such as the 'Non-Commercial License Grant') with AICA (the "Main Agreement"), the terms of that Main Agreement shall govern your use. If you are accessing the Software for trial, evaluation, or commercial purposes prior to the execution of a Main Agreement, these User Terms constitute the entire, legally binding agreement between you and AICA. By checking the "I Agree" box or by installing, copying, accessing, or otherwise using the Software, You acknowledge that You have read, understand, and agree to be bound by these User Terms. If You do not agree, do not install, copy, access, or use the Software.

User Terms

1. License Grant and Scope of Permitted Use

  • You acknowledge the Software is licensed, not sold, to the Customer and, by extension, to You, solely for use in accordance with the Main Agreement and these User Terms.

AICA System License Users

If You are using the Software under an AICA System License:

  • Access is granted to You as a specific, named individual only.
  • Only one instance of the Software may only be running at any given time.
  • This license is intended for development and evaluation purposes, not for use in a production environment, and its consecutive activation time may be limited.
  • An active Internet connection is required for validation and to maintain active use.

Trial Users

If You are accessing the Software on a trial or evaluation basis:

  • Access is granted for a limited, temporary period solely for internal, non-commercial evaluation purposes.
  • The Software may not be used in a production environment.
  • AICA reserves the right to technologically disable the Software at the end of the trial period.

AICA Deployment Key Users

If You are using the Software under an AICA Deployment Key:

  • The Software may be utilized in a production environment on the specific controller registered to that Deployment Key.
  • Any user of the registered controller may use the Software activated by the Deployment Key.
  • Location Restriction: You agree to use the Software only in the geographic Location(s) specified in EXHIBIT 1 of the Main Agreement, unless AICA provides prior written consent for use elsewhere.
  • No Implied Rights: No rights, licenses, or permissions are granted to You by implication, estoppel, or otherwise, except as expressly set forth in the Main Agreement.

2. Intellectual Property and Ownership

  • AICA Ownership: You acknowledge and agree that AICA is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Software, Updates, and all Intellectual Property Rights embodied therein or associated therewith. This includes any and all trade secrets, patents, copyrights, trademarks, know-how, and other proprietary rights. You acquire no ownership interest whatsoever.
  • Protection of IP: You shall respect and protect AICA's Intellectual Property Rights and shall not take any action that could adversely affect them. You shall not represent that You have any ownership of AICA's Intellectual Property Rights or the Software.
  • Assignment of Rights: You hereby unconditionally and irrevocably assign to AICA your entire right, title, and interest in and to any Intellectual Property Rights (including Derivative Works or patent improvement rights) that You may, now or in the future, conceive, develop, or acquire relating to the Software, Updates, or Documentation provided by AICA.
  • User-Developed Content: Notwithstanding the foregoing, if You develop independent software applications ("Customer Authored Applications" or "Customer Authored Extensions") using an AICA-provided Software Development Kit (SDK), your ownership of such independently created applications, including any rights to distribute them, will be governed by the specific terms in the Main Agreement (Sections 9.4 and potentially open-source licenses like GPLv3 if applicable to the SDK).
  • Feedback: Should You provide AICA with any feedback, suggestions, improvements, or ideas related to the Software, Documentation, or Updates ("Feedback"), You hereby grant AICA a worldwide, perpetual, irrevocable, royalty-free, fully paid-up right and license to use, incorporate, and commercialize such Feedback in any manner AICA sees fit, without any obligation of confidentiality or compensation to You.

3. Confidentiality

  • You acknowledge that the Software (including its source code, algorithms, and operational parameters) and any non-public information concerning AICA's products, services, or business are AICA's "Confidential Information".
  • You shall hold all AICA Confidential Information in strict confidence and shall not use it for any purpose other than exercising your rights as a permitted user of the Software under these User Terms and the Main Agreement.
  • You shall not disclose, disseminate, or otherwise make available AICA's Confidential Information to any third party.
  • You shall use at least the same degree of care to protect AICA's Confidential Information as You use to protect your own confidential information of like importance, but in no event less than reasonable care.
  • These confidentiality obligations shall survive any termination or expiration of your right to use the Software.

4. Strict Prohibitions on Use

You agree that You shall not, and shall not permit any third party to, directly or indirectly:

  • Copy, modify, adapt, translate, or create Derivative Works of the Software or Documentation, except as expressly permitted by AICA in writing or as allowed by an applicable SDK license.
  • Decompile, disassemble, reverse engineer, or otherwise attempt to discover or derive the source code, underlying ideas, algorithms, structure, or organization of the Software, except to the extent that applicable law expressly prohibits such restrictions.
  • Sell, rent, lease, sublicense, assign, distribute, pledge, or otherwise transfer or make available the Software, or any part thereof, to any third party or use it for third-party training, commercial time-sharing, or service bureau use, except as expressly permitted.
  • Remove, alter, obscure, or deface any proprietary notices, labels, or marks (e.g., copyright, trademark) on or in the Software or Documentation.
  • Use the Software to develop a competing product or service, or for any purpose that is competitive with AICA.
  • Bypass or attempt to bypass any security measures, licensing mechanisms, or access controls within the Software.
  • Use the Software in connection with any hazardous environments or critical systems where the failure of the Software could lead to death, personal injury, or severe physical or environmental damage.
  • Use the Software for any military or defense operations or applications.
  • Export or re-export the Software in violation of any applicable export control laws or regulations. These laws and regulations may include the United States as well as those of your local jurisdiction or of any other relevant country. You bear sole responsibility for compliance with such laws.
  • Use AICA's name, logo, or trademarks in any manner without AICA's prior written consent. This includes, but is not limited to, use in press releases, advertising, marketing materials, or on any website or application interface.

5. Data and Compliance with Laws

  • To improve our Software and services, and for our internal operational purposes, AICA collects usage statistics and analytics. This data primarily consists of high-level software performance and feature usage information that is associated with your license's unique identifier. It does not include specific user-written content from your applications. While this analytics data does not directly contain details such as your name or email, the license's unique identifier may allow AICA to associate this usage data with your account for the purposes described. AICA treats all such data in accordance with applicable data protection laws.
  • You are solely responsible for any data, content, or materials You create, upload, transmit, or display while using the Software ("Content").
  • You represent and warrant that You have all necessary rights, consents, and permissions to use and share your Content in connection with the Software, and that your Content will not infringe or misappropriate any third-party rights.
  • You agree to comply with all applicable local, state, national, and international laws and regulations in connection with your use of the Software, including but not limited to data privacy and protection laws.
  • If your use of the Software involves processing personal data, You are responsible for ensuring lawful collection and processing, including obtaining necessary consents and providing required notices. You shall not use the Software to collect or process sensitive personal information unless in full compliance with applicable laws and with appropriate security measures.

6. Third-Party Software and Components

  • The Software may contain or be distributed with third-party software, including open-source software components. Your use of such third-party components is subject to the terms and conditions of their respective licenses and copyright notices. You agree to comply with all such third-party license terms. The disclaimers of warranty and limitations of liability in these User Terms and the Main Agreement shall apply to all such third-party components distributed with or as part of the Software. A list of such third-party software and their associated licenses may be made available upon request.

7. Disclaimer of Warranties

  • TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
  • AICA AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
  • AICA DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AICA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.

8. Limitation of Liability

  • TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AICA OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, OR LOSS OF PRIVACY) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF AICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • AICA'S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO THE SOFTWARE, THESE USER TERMS, OR THE MAIN AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PERMITTED UNDER THE "CAP" SECTION OF THE MAIN AGREEMENT.
  • AICA SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY FAILURES OF THE SOFTWARE RESULTING FROM ACCIDENT, ABUSE, MISAPPLICATION, ABNORMAL PHYSICAL OR ELECTRICAL STRESS, OR USE IN CONJUNCTION WITH INCOMPATIBLE HARDWARE OR SOFTWARE NOT SPECIFIED BY AICA.
  • If no Main Agreement is in effect between AICA and Customer, AICA's total cumulative liability under these User Terms shall in no event exceed the total fees paid by Customer to AICA in the twelve (12) months preceding the claim, or 1,000 CHF if no fees have been paid.

9. User Indemnification Responsibility

  • You understand that the Customer is obligated to indemnify AICA against certain claims arising from the Customer's (including its users') use of the Software. Your actions or omissions that lead to such a claim may result in You being held accountable by the Customer. You agree to use the Software responsibly and in accordance with these User Terms to avoid causing any such claim.

10. Term and Termination

  • Your right to use the Software under these User Terms will commence upon your acceptance and will continue until the expiration or termination of the Customer's license under the Main Agreement, or until your access is terminated by the Customer or AICA.
  • AICA may terminate or suspend your access to the Software immediately, without prior notice, if You breach any of these User Terms. The Customer is also entitled to terminate your access.
  • Upon termination or expiration, You must immediately cease all use of the Software and, if requested by AICA or the Customer, destroy or return all copies in your possession or control.
  • Provisions concerning Intellectual Property, Confidentiality, Disclaimers of Warranties, Limitations of Liability, and applicable general provisions shall survive any termination or expiration of these User Terms.
  • For Trial Users: In the absence of a Main Agreement, AICA reserves the right to terminate, suspend, or revoke your access to the Software immediately, at any time, without prior notice or liability.

11. Governing Law and General Provisions

  • These User Terms shall be governed by and construed in accordance with the laws stipulated in the Main Agreement under which You are granted access to the Software (the "Governing Law"). All disputes arising out of or in connection with these User Terms shall be resolved exclusively through the dispute resolution mechanisms and in the jurisdiction set forth in the Main Agreement.
  • If any provision of these User Terms is held to be unenforceable or invalid, such provision will be interpreted to accomplish the objectives of such provision to the greatest extent possible under the Governing Law, and the remaining provisions will continue in full force and effect. These User Terms, together with the relevant portions of the Main Agreement that apply to individual users, constitute the entire understanding between You and AICA regarding your individual use of the Software. AICA may modify these User Terms at any time, and Your continued use of the Software after such modification will constitute your acceptance of the modified User Terms.

Acknowledgment and Agreement

By clicking "I Agree" or by installing, copying, accessing or using the Software, You represent that You are of legal age to enter into this binding agreement, and You agree to be fully bound by these User Terms of Use. You acknowledge that your use of the Software is subject to the terms of the Main Agreement between AICA and the Customer, and that any breach of these User Terms by You may also constitute a breach by the Customer under the Main Agreement.