Disclaimer
Please remember that past performance may not be indicative of future results. Different types of investments involve varying degrees of risk, and there can be no assurance that the future performance of any specific investment, investment strategy, or product made reference to directly or indirectly in this platform, will be profitable, equal any corresponding indicated historical performance level(s), or be suitable for your portfolio. Due to various factors, including changing market conditions, the content may no longer be reflective of current opinions or positions. Moreover, you should not assume that any discussion or information contained in this platform serves as the receipt of, or as a substitute for, personalized investment advice from United Continuum, LLC. To the extent that a reader has any questions regarding the applicability of any specific issue discussed above to his/her individual situation, he/she is encouraged to consult with the professional advisor of his/her choosing.
Non-disclosure agreement
This CONFIDENTIALITY, NON-DISCLOSURE, AND NON-CIRCUMVENTION AGREEMENT (this “Agreement”), dated as of December 05, 2024, between United Continuum, Inc. a Wyoming Corporation with a principal place of business at 28-07 Jackson Avenue, 5th Floor Long Island City, NY 11101 (“Demo Provider”) and the individual or entity agreeing to the terms and conditions (the “Demo User”), each are referred to herein as a “Party” and collectively, as the “Parties.”
1. (a) As a condition to the furnishing by the Demo Provider of the Confidential Information (as defined below), Demo User agrees (i) that the Confidential Information will be used by Demo User or its directors, officers, employees, agents or advisors (including only attorneys and accountants and any representatives of such advisors) (collectively, the “Representatives”) solely for the purpose of evaluating one or more AI Demos (the “Demo”), and (ii) that Demo User and its Representatives will keep such Confidential Information strictly in confidence and will not disclose the Confidential Information to any person or entity, except as otherwise provided herein. Each Demo User Representative to whom such Confidential Information is disclosed must have (i) a need to be provided access to such Confidential Information for the purpose of evaluating the Demo, (ii) been informed of the confidential nature of the Confidential Information, (iii) agreed to use the Confidential Information solely for the purpose of evaluating the Demo, (iv) agreed not to disclose such Confidential Information, which agreement shall expressly provide that the Disclosing Party is a third party beneficiary thereof, and (v) been informed by Demo User that the Confidential Information is not available to the general public.
(b) For purposes of this Agreement, the term “Confidential Information” shall include all technical, financial, business, marketing and other information of the Demo Provider disclosed by or on behalf of the Demo Provider to Demo User or its Representatives on or after the date of this Agreement, in any form or medium, whether or not designated orally, visually or in writing as confidential (or like designation) at the time of disclosure, that derives economic value, actual or potential, from not being known to the general public, including, without limitation, all data, reports, interpretations, forecasts, projections, budgets, records, formulas, patterns, client project reports, compilations, programs, course materials, compositions, devices, methods, techniques, drawings, processes, computer programs, algorithms, inventions, designs, financial data, financial plans, product plans, lists or information concerning actual or potential students, information regarding business plans and operations, methods and plans of operation, marketing strategies, sales and distribution plans or strategies, cost information, pricing strategies and other information concerning or relating to the Demo Provider or its projects furnished by or on behalf of the Demo Provider in connection with the evaluation of the Demo; provided, however, that Confidential Information shall not include information that (i) was or becomes generally available to the public other than as a result of a disclosure by Demo User or its Representatives in violation of this Agreement, (ii) was or becomes available to Demo User on a non-confidential basis from a source other than the Demo Provider or its Representatives, (iii) was within Demo User’s possession or that of its Representatives prior to its being furnished to Demo User by or on behalf of the Demo Provider hereunder, or (iv) is independently acquired or developed by Demo User or its Representatives without violating any obligations under this Agreement. The foregoing obligations and restrictions shall also apply to the extent disclosure is legally compelled, subject to the provisions of subsection (d) below.
(c) In the event that this Agreement is terminated by either Party, (i) each of the covenants and agreements contained in this Agreement, and each of the rights granted hereunder, shall survive such termination for a period of three (3) years from the date hereof, unless otherwise provided herein, and (ii) Demo User or its Representatives will each, to the extent permitted by applicable law and regulation, within 10 days after written request from the Demo Provider, destroy or return to the Demo Provider all Confidential Information furnished to Demo User or its Representatives by or on behalf of the Demo Provider. Demo User will also keep confidential or destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by Demo User or its Representatives to the extent based upon, containing or otherwise reflecting any Confidential Information. Any destruction of materials shall, upon written request of the Demo Provider, be verified by Demo User to the Demo Provider in writing.
(d) In the event that Demo User or any of its Representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Confidential Information, Demo User or its Representatives, as applicable, will, where permitted under applicable law, rule or regulation, if practicable, provide the Demo Provider with prompt notice of any such request or requirement so that the Demo Provider may, at its sole cost, seek an appropriate protective order. If, failing the entry of a protective order, Demo User or its Representatives are required to disclose Confidential Information, Demo User or its Representatives may disclose without liability hereunder that portion of the Confidential Information which Demo User has been advised by its counsel it is required to disclose. Demo User will not oppose any action by the Demo Provider to obtain, and will cooperate with the Demo Provider in obtaining, at the Demo Provider’s sole cost, an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.
2. Demo User and its Representatives agree not to use the Confidential Information for any purpose whatsoever except for purposes directly related to evaluation of or consulting on the Demo. Demo User and its Representatives agree that they shall protect the confidentiality of, and take reasonable steps to prevent disclosure or unauthorized use of, the Confidential Information in order to prevent it from falling into the public domain or the possession of persons not legally bound to maintain its confidentiality. Demo User will promptly advise the Demo Provider in writing of any misappropriation or misuse by any person of such Confidential Information and provide assistance to the Demo Provider in any lawsuit related thereto. Demo User acknowledges that the obligations hereunder survive in accordance with the terms hereof, notwithstanding the termination of this Agreement.
3. No copies of any Confidential Information may be made except to implement the purposes of this Agreement or as permitted by the Demo Provider. Any materials, documents, notes, memoranda, drawings, sketches and other tangible items containing, consisting of or relating to the Confidential Information which are furnished in connection with this Agreement, or are in Demo User or its Representatives’ possession, and all copies thereof, remain the property of the Demo Provider and shall be promptly returned to the Demo Provider or destroyed as provided herein. Nothing contained in this Agreement shall be construed as granting any rights, by license or otherwise, in any Confidential Information.
4. For a period of one (1) year following the termination of this Agreement, without the prior written consent of the other Party, each Party and its Representatives agree not to solicit for employment or hire any of the current employees of the other Party who are directly or indirectly introduced or otherwise have contact with such Party or its Representatives as a result of the evaluation of the Demo.
5. This Agreement does not represent, and in no way implies: (i) a partnership, joint venture, or other commercial relationship between the Parties; (ii) an authorization for either Party to act as the agent or representative of the other; or (iii) an agreement or commitment by either Party to purchase, acquire, develop, or use the products or services of the other Party.
6. Demo User and its Representatives acknowledge that the Demo Provider makes no representation or warranty as to the accuracy or completeness of the Confidential Information.
7. Except as otherwise permitted in this Agreement, except as required by applicable law, and except as expressly permitted by a definitive agreement, if any, entered into by Demo User with respect to the Demo, neither Demo User nor its Representatives, on the one hand, nor the Demo Provider nor its Representatives, on the other hand, will disclose to any person other than their respective Representatives the fact that the Confidential Information has been made available to Demo User or its Representatives or that Demo User or its Representatives have inspected any portion of the Confidential Information. Except with the prior written consent of the Demo Provider, on the one hand, and the prior written consent of Demo User, on the other hand, and except as expressly permitted by a definitive agreement, if any, entered into by Demo User with respect to the Demo, neither Demo User nor its Representatives, nor the Demo Provider nor its Representatives, respectively, will disclose the fact that any discussions or negotiations are taking place concerning the Demo, including the status of them.
8. Nothing contained herein shall be deemed to constitute an agreement by, or a binding commitment of, either Demo Provider to furnish any Confidential Information, in whole or in part, whether or not such refusal is due to regulatory or legal restriction or otherwise.
9. Demo User agrees that it will make no attempt to circumvent the other Party in relation to any communication or contact with individuals and entities introduced by Demo Provider, its affiliates, successors or assigns, or any other intermediary, for the purpose of affecting transactions, including, without limitation, to direct negotiations and/or conducting business with individuals and entities introduced by Demo Provider on any and all potential transactions or business relationships, unless agreed to in writing by the other Party, for a period of three (3) years. Any fees earned in violation of this section shall be forfeited to the other Party. Parties acknowledge that individuals and entities introduced by Demo Provider are of significant value and could suffer irreparable damages.
10. Demo User agrees to use the Confidential Information solely with regard to the Demo and not to assert any intellectual property right with regard to any Confidential Information or and product, process, or technology derived from Confidential Information. Demo User agrees not to use the Confidential Information in any transaction in any manner without the involvement and written consent of the Demo Provider. Any fees, revenue, or profits earned by Demo User in contravention of this Section 9 shall be forfeited to Demo Provider.
11. Because of the unique nature of the Confidential Information, each Party understands and agrees that the other may suffer irreparable harm in the event that the Demo User fails to comply with any of its obligations hereunder and that monetary damages may be inadequate to compensate the Confidential Information Owner for such breach. Accordingly, the Demo User agrees that the Confidential Information Owner, in addition to any other remedies available to it at law or in equity for actual damages, shall be entitled to seek injunctive relief to enforce the terms of this Agreement.
12. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement and that the non-breaching Party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for any such breach of this Agreement and shall be in addition to all other remedies available at law or equity to the non-breaching Party.
14. This Agreement shall inure to the benefit of each Party and its successors and assigns and shall be binding on each Party and its successors and assigns.
15. This Agreement is the complete agreement of the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements relating to its subject matter. The provisions of this Agreement may not be modified, amended, or waived except in by a written instrument signed by both Parties.
16. If any provision of this Agreement is found to be unenforceable, that provision will be severed, and the remainder of this Agreement will continue in full force and effect
17. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together will constitute one and the same instrument.
Terms Of Service
TERMS OF SERVICE AGREEMENT
This Terms of Service Agreement (the “Agreement”) is entered into as of December 5th, 2024 (the “Effective Date”), by and between United Continuum, Inc., a Wyoming corporation with its principal place of business at 28-07 Jackson Avenue, 5th Floor Long Island City, NY 11101 (“Provider”), and the individual or entity agreeing to the Terms of Service (“User”). Provider and User may be referred to individually as a “Party” or collectively as the “Parties.”
WHEREAS, Provider offers access to and use of its artificial intelligence large language model (the “AI Model”) through its online platform (the “Service”); and
WHEREAS, User wishes to access and use the Service subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS
1.1 “AI-Generated Content” means any output, including but not limited to text, data, images, or code, produced by the AI Model in response to User’s inputs or prompts.
1.2 “AI Model” means a program that has been trained on a set of data to recognize certain patterns or make certain decisions without further human intervention. Artificial intelligence models apply different algorithms to relevant data inputs to achieve the tasks, or output, they’ve been programmed for.
1.3 “Confidential Information” means any non-public information disclosed by one Party to the other in connection with this Agreement, including but not limited to technical, financial, or business information.
1.4 “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights, whether registered or unregistered.
1.5 “User Content” means any data, text, or other material submitted by User to the Service for processing by the AI Model.
1.6 “Personal Data” means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws, including but not limited to the New York Stop Hacks and Improve Electronic Data Security (SHIELD) Act.
1.7 “Service” means usage of the current state of the platform, inclusive of current state of incomplete functionality, usage for evaluation, educational and feedback purposes.
1.8 “Service Materials” means collectively, Provider’s proprietary AI demo, Trade CTM platform and services and Documentation (and any portion thereof) made available under this Agreement.
2. SERVICE ACCESS AND USER ACCOUNTS
2.1 Account Creation. To access the Service, User must create an account by providing accurate and complete registration information. User agrees to maintain the confidentiality of their account credentials and is solely responsible for all activities that occur under their account.
2.2 Eligibility. User represents and warrants that they are at least 18 years of age and have the legal capacity to enter into this Agreement.
2.3 Account Termination. Provider reserves the right to suspend or terminate User’s account at any time for violation of this Agreement or for any other reason in Provider’s sole discretion, subject to applicable laws.
3. SERVICE DESCRIPTION AND SERVICE LEVEL AGREEMENT
3.1 AI Model Capabilities. The Service provides access to an AI large language model capable of generating human-like text based on User inputs. The AI Model can assist with various tasks, including but not limited to:
(a) Natural language processing and understanding
(b) Text generation and completion
(c) Language translation
(d) Question answering and information retrieval
(e) Summarization and paraphrasing
(f) Sentiment analysis
(g) Code generation and completion
(h) Predictive price forecasting
User acknowledges that the AI Model’s capabilities may evolve over time and that the quality and accuracy of AI-Generated Content may vary depending on the complexity of the task and the quality of User inputs.
4. ACCEPTABLE USE POLICY
4.1 Permitted Uses. User may use the Service for lawful purposes consistent with this Agreement and any documentation provided by Provider.
4.2 Prohibited Activities. User shall not:
(a) Use the Service to generate, upload, or transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable content;
(b) Attempt to reverse engineer, decompile, or disassemble the AI Model or any part of the Service;
(c) Use the Service to infringe upon or violate the Intellectual Property Rights of any third party including Provider;
(d) Use the Service to generate spam, unsolicited commercial messages, or malicious code;
(e) Interfere with or disrupt the integrity or performance of the Service or any third-party data contained therein;
(f) Attempt to gain unauthorized access to the Service or its related systems or networks;
(g) Use the Service for any high-risk applications where failure could lead to personal injury, death, or severe physical or environmental damage;
(h) Use the Service in any manner that violates applicable laws or regulations, including but not limited to data protection and privacy laws.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Ownership of AI-Generated Content. Subject to User’s compliance with this Agreement, Provider grants User a non-exclusive, worldwide, no-charge, royalty-free license to use, reproduce, modify, and distribute AI-Generated Content for User’s personal or internal business purposes. Provider retains all right, title, and interest in and to the AI Model and the Service, including all related Intellectual Property Rights.
5.2 License for User Content. User grants Provider a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, and modify User Content solely for the purposes of providing and improving the Service.
5.3 No trademark. No trademark licenses are granted under this Agreement, and in connection with the Service, neither Provider nor User 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 the Service.
5.4 Derivative works. Subject to the Provider’s ownership of the Service Materials and derivatives made by or for Provider, with respect to any derivatives works and modifications of the Service Materials that are made by User, as between User and Provider, User is and will be the owners of such derivative works and modifications.
5.5 If User institutes litigation or other proceedings against Provider or any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Service or Service Materials or outputs or results, or any portion of any of the foregoing constitutes infringement of intellectual property or other rights owned or licensable by User, then any licenses granted to User under this Agreement shall terminate as of the date such litigation or claim is filed or instituted.
5.6 Redistribution Prohibited. User may not redistribute or make or any derivative works thereof available to a third-party.
5.7 Feedback. If User provides any feedback, suggestions, or ideas regarding the Service, User is precluded from sharing said feedback with any other Party except Provider.
5.8 Third-Party Intellectual Property Rights. User acknowledges that AI-Generated Content may inadvertently include material that infringes upon third-party Intellectual Property Rights including Intellectual Property Rights of Provider. User agrees to independently verify and clear any necessary rights for their intended use of AI-Generated Content. Provider shall not be liable for any infringement of third-party Intellectual Property Rights arising from User’s use of AI-Generated Content.
6. USER CONTENT AND DATA PROTECTION
6.1 User Representations. User represents and warrants that they have all necessary rights, licenses, and permissions to submit User Content to the Service and that such User Content does not violate any applicable laws or third-party rights.
6.2 Data Privacy. Provider will collect, use, and protect User’s Personal Data in accordance with its Privacy Policy, which is incorporated herein by reference. Provider complies with applicable data protection laws, including but not limited to the New York SHIELD Act, the California Consumer Privacy Act (CCPA), and the General Data Protection Regulation (GDPR) where applicable.
6.3 Data Security. Provider will implement and maintain reasonable technical and organizational measures to protect User Content and Personal Data from unauthorized access, disclosure, or destruction. These measures include, but are not limited to:
(a) Encryption of data in transit and at rest
(b) Regular security audits and penetration testing
(c) Access controls and authentication mechanisms
(d) Employee training on data protection and security best practices
(e) Incident response and disaster recovery plans
In the event of a data breach affecting User’s Personal Data, Provider will notify User in accordance with applicable law, but in no event later than 72 hours after becoming aware of the breach.
6.4 Data Retention and Deletion. Provider will retain User Content and Personal Data only for as long as necessary to provide the Service and comply with legal obligations. Upon termination of this Agreement, Provider will delete or anonymize User Content and Personal Data within 30 days, unless legally required to retain such data. User may request deletion of their data at any time by contacting Provider’s designated data protection officer at kevin.lam@unitedctm.com.
6.5 Data Usage Transparency. Provider may use aggregated and anonymized User Content to improve and train the AI Model. Provider will not use User Content in a way that could reasonably identify individual Users or their customers. User may opt-out of having their data used for model improvement by contacting Provider’s customer support.
7. FEES AND PAYMENT
7.1 Fees. User agrees to pay all fees specified by Provider for use of the Service, as set forth on Provider’s website or as otherwise agreed upon by the Parties. Provider reserves the right to change its fees upon 30 days’ written notice to User. Presently, there is no fee to use the Service.
7.2 Payment Terms. Provider will charge User’s designated payment method on the terms specified at the time of purchase. User authorizes Provider to charge all sums for the Service to User’s designated payment method.
7.3 Taxes. All fees are exclusive of any applicable sales, use, value-added, or other taxes, and User is responsible for payment of all such taxes.
7.4 Refunds. Fees are non-refundable except as expressly provided in this Agreement or as required by applicable law.
8. DISCLAIMERS AND LIMITATIONS OF LIABILITY
8.1 Disclaimer of Warranties. BECAUSE THIS SERVICE IS LICENSED FREEOF CHARGE, THERE IS WARRANTY FOR THE SERVICE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WHEN OTHERWISE STATES IN WRITING, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR COMPLETENESS OF AI-GENERATED CONTENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE. ARISING FROM, OUT OF OR IN CONNECTION WITH THE SERVICE OR THE USE OR OTHER DEALINGS IN THE SERVICE.
8.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATED TO USER’S USE OF OR INABILITY TO USE THE SERVICE.
8.3 Cap on Liability. PROVIDER’S TOTAL CUMULATIVE LIABILITY TO USER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY USER TO PROVIDER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
8.4 Indemnification. User agrees to indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys’ fees, arising out of or in any way connected with:
(a) User’s access to or use of the Service and Service Materials;
(b) User Content;
(c) User’s violation of this Agreement;
(d) User’s violation of any third-party rights, including Intellectual Property Rights;
(e) Any claim that AI-Generated Content used by User has caused damage to a third party.
This indemnification obligation shall not apply to the extent that any claim arises from Provider’s gross negligence or willful misconduct.
8.5 Essential Basis of the Agreement. User acknowledges that Provider has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the Parties.
9. TERM AND TERMINATION
9.1 Term. This Agreement shall commence on the Effective Date and continue until terminated as provided herein.
9.2 Termination. Either Party may terminate this Agreement at any time with or without cause upon 30 days written notice to the other Party. Provider may terminate or suspend User’s access to the Service immediately if User breaches any provision of this Agreement.
9.3 Effects of Termination. Upon termination of this Agreement:
(a) User’s right to access and use the Service shall immediately cease;
(b) Provider will delete User Content and User’s account information in accordance with its data retention policies as outlined in Section 6.4;
(c) Any outstanding fees owed by User shall become immediately due and payable;
(d) Sections 1, 5, 6, 8, 9.3, 10, and 11 shall survive termination.
10. DISPUTE RESOLUTION
10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.
10.2 Jurisdiction and Venue. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York County, New York, and each Party irrevocably submits to the personal jurisdiction and venue of such courts.
10.3 Informal Dispute Resolution. Before initiating any legal action, the Parties agree to attempt in good faith to resolve any dispute informally. Either Party may initiate this process by providing written notice of the dispute to the other Party. The Parties agree to follow this dispute resolution process:
(a) Within 5 business days of receiving the dispute notice, the receiving Party shall provide a written response.
(b) The Parties shall meet and confer (via telephone or video conference) within 10 business days of the initial notice to attempt to resolve the dispute.
(c) If the dispute is not resolved during the initial meeting, the Parties shall engage in mediation with a mutually agreed-upon mediator within 30 days of the initial notice.
(d) If mediation is unsuccessful, the Parties may then proceed with formal legal action.
10.4 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY DISPUTE, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11. GENERAL PROVISIONS
11.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
11.2 Amendments. Provider may amend this Agreement from time to time by posting an updated version on its website or by notifying User through the Service. User’s continued use of the Service after such changes constitutes acceptance of the amended Agreement. For material changes, Provider will provide at least 30 days’ notice and require affirmative acceptance from User before the changes take effect.
11.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not be affected thereby.
11.4 Assignment. User may not assign or transfer this Agreement or any rights hereunder without the prior written consent of Provider. Provider may freely assign or transfer this Agreement without restriction. Any attempted assignment in violation of this section shall be null and void.
11.5 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon receipt when sent by email to the address specified in User’s account or to Provider’s designated email address for legal notices: legal@unitedctm.com.
11.6 Force Majeure. Neither Party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, floods, epidemics, or failure of public utilities or public transportation systems. The affected Party shall notify the other Party promptly of the force majeure event and resume performance as soon as possible.
11.7 Export Control Compliance. User agrees to comply with all applicable export control laws and regulations, including but not limited to the U.S. Export Administration Regulations (“EAR”) and the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) regulations. User shall not use, export, re-export, or transfer the Service in violation of these laws and regulations.
11.8 Audit Rights. Provider reserves the right to audit User’s compliance with this Agreement upon reasonable notice and at Provider’s expense. Such audits shall be conducted during regular business hours no more than once per calendar year, unless a previous audit has revealed material non-compliance.
11.9 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
11.10 No Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.
12. AI-SPECIFIC PROVISIONS
12.1 Acknowledgment of AI Limitations. User acknowledges that the AI Model is an evolving technology and may produce outputs that are inaccurate, biased, or inappropriate. The development and use of large language models (“LLM”s), and broadly artificial intelligence, does not come without concerns. The world has witnessed how just a few companies /institutions are able to develop LLMs, and moreover, how Natural Language Processing (“NLP”) techniques might, in some instances, become a risk for the public in general.
The Provider believes in the intersection between open and responsible AI development, thus, this license aims to strike a balance between both in order to enable responsible open-science for LLMs and future NLP techniques.
The AI Model has the following limitations and potential risks:
(a) Lack of contextual understanding: The AI Model may misinterpret context or nuance in User inputs.
(b) Potential for biased outputs: The AI Model may reflect biases present in its training data.
(c) Inconsistency in responses: The AI Model may provide different responses to similar queries.
(d) Inability to fact-check: The AI Model does not have real-time access to external information sources.
(e) Potential for generating false or misleading information: The AI Model may produce content that appears plausible but is factually incorrect.
(f) Limited understanding of temporal context: The AI Model’s knowledge is based on its training data and does not include real-time or future events.
User agrees to critically evaluate all AI-Generated Content and not to rely solely on such content for high-stakes or sensitive decisions.
12.2 User Responsibility. User is solely responsible for any actions taken or decisions made based on AI-Generated Content. Provider shall not be liable for any consequences resulting from User’s use of or reliance on AI-Generated Content. User agrees to:
(a) Independently verify any factual claims or information generated by the AI Model.
(b) Exercise professional judgment when using AI-Generated Content in any professional or business context.
(c) Implement appropriate safeguards when using the Service for tasks that may impact individuals’ rights or well-being.
12.3 Prohibited Use Cases. User shall not use the Service for any high-risk applications where failure could lead to personal injury, death, or severe physical or environmental damage. Prohibited use cases include, but are not limited to:
(a) Medical diagnosis or treatment recommendations
(b) Autonomous vehicle operation or control systems
(c) Critical infrastructure control or management
(d) Legal advice or representation
(e) Emergency response systems
(f) Aviation or aerospace applications
(g) Weapons systems or military applications
12.4 Ethical Use. User agrees to use the Service in an ethical manner and not to use the AI Model to:
(a) Generate content that promotes hate speech, discrimination, or illegal activities
(b) Create or distribute misinformation or disinformation
(c) Impersonate individuals or entities without authorization
(d) Engage in any activities that may cause harm to individuals or society
12.5 Model Updates. Provider may update the AI Model from time to time to improve its performance, address biases, or incorporate new features. Provider will use reasonable efforts to notify Users of significant updates that may affect the Service’s functionality. Such notifications will include:
(a) A summary of the changes made to the AI Model
(b) Any potential impacts on existing use cases or AI-Generated Content
(c) Recommendations for adjusting User workflows or prompts, if applicable
12.7 Compliance with Future AI Regulations. Provider is committed to complying with applicable laws and regulations governing AI technologies. In the event that new AI-specific regulations are enacted that affect the Service, Provider will:
(a) Promptly notify Users of the new regulations and their potential impact on the Service
(b) Implement necessary changes to ensure compliance with such regulations
(c) Provide Users with guidance on any required changes to their use of the Service
(d) If material changes are required, provide Users with the option to terminate this Agreement without penalty if they do not wish to continue under the new regulatory framework
13. USER DATA USAGE AND PRIVACY
Company will not share Demo User data or any third party’s customer data with any third parties unless Demo Provider (i) has your consent for any customer Data or any third party’s consent for the third party’s customer data; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of customer data is reasonably necessary to protect the rights, property or safety of Demo Provider, its users or the public; or (iii) provides customer data in certain limited circumstances to third parties to carry out tasks on Demo Provider’s behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by Demo Provider. When this is done, it is subject to agreements that oblige those parties to process customer data only on Demo Provider’s instructions and in compliance with this Agreement and appropriate confidentiality and security measures.
User agrees to cooperate with Provider in complying with any such regulations and to promptly implement any necessary changes to their use of the Service.
By using the Service, User acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first mentioned.