This software license agreement (the “Agreement”) is between Pruna AI GmbH (“Pruna AI”, “Pruna”, “we”, “us” or “our”) and the legal entity identified in the Order Form (“You”, “Customer”). This Agreement sets forth the terms and conditions that govern order(s) placed by You under the Agreement.
WHEREAS:
PRUNA AI edits, delivers, maintains and provides support for a machine learning model compression software owned by PRUNA AI (the "Solution").
The functional and technical characteristics of the Solution are further described in Appendix 1.
You have expressed an interest in using the Solution for Your business operations under a self-hosted License, deploying it directly on Your IT infrastructure as described in the applicable Order Form and Appendix 1.
To this end, You have placed an order based on PRUNA AI order form (the “Order Form”) shared with You which details the quantities and terms of Your binding agreement with PRUNA AI.
You further acknowledge that You have received from PRUNA AI, prior to the signing of the Order Form, all advice, instructions and details necessary for You to assess Your needs and therefore to enter into this Agreement in full knowledge of the technical and functional specifications of the Solution.
The Parties have therefore agreed to the terms and conditions of this license agreement, together with the applicable Order Form (together, the "Agreement").
The Parties declare that they have had the time and opportunity to exchange all the information necessary to negotiate and conclude this Agreement.
Purpose
The purpose of this Agreement is to set forth the terms and conditions under which PRUNA AI shall, subject to the payment of Fees, grant to You a License to install, access and use the Solution.
Contractual Documents
The contractual documents are, to the exclusion of all others and in order of decreasing legal value:
The applicable Order Form;
Appendix 1: Customer Support ;
Appendix 2: Provider Terms (if applicable);
These Terms and Conditions (the Agreement);
In case of contradiction between two contractual documents, the document higher in the above hierarchy shall prevail.
The contractual documents express the entire agreement of the Parties as of the date of their signature. They supersede any prior agreement, letter, offer or other written or oral document having the same purpose.
Term
The Agreement is concluded for an initial fixed term as defined in the applicable Order Form (the "Initial Term"). Except as expressly provided in this Agreement, You may not terminate the Agreement for convenience during the Initial Term.
Upon expiration of the Initial Term, the Agreement will automatically renew for successive renewal terms of the same duration (each a "Renewal Term", and together with the Initial Term, the "License Term"), unless either Party gives written notice of non-renewal at least two (2) months before the end of the then-current term. Unless otherwise stated in the applicable Order Form, renewal Fees will be based on PRUNA AI’s then-current pricing.
License to use the Solution
4.1 Scope of the License
PRUNA AI grants You a non-exclusive, non-transferable and non-sublicensable license (the “License”) to install, access and use the Solution, in its existing version as of the Effective Date and in any future versions made available by PRUNA AI, solely for Your internal business purposes and within the parameters specified in the applicable Order Form and Appendix 1, and only by Users authorized by You (the "Users").
This License is granted for the sole purpose of integrating and using the Solution in Your IT infrastructure as specified in Appendix 1.
PRUNA AI retains all ownership and intellectual property rights in and to the Solution and any PRUNA AI delivered as part of the Solution or related services.
You are not permitted to:
remove or modify any program markings or any notice of PRUNA AI’s proprietary rights;
use the Solution to provide training to third parties on the content and/or functionality of the Solution, except for training Your authorized Users;
cause or permit reverse engineering (except to the extent required by law for interoperability), disassembly or decompilation of the Solution;
disclose results of any Solution benchmark tests without PRUNA AI’s prior written consent.
4.2 Purpose of the License
You may use the Solution only for the purposes described in the applicable Order Form and any applicable Appendix (Appendix 1 and/or Appendix 2).
The License is granted for the sole purpose of using the Solution by You, according to the terms and conditions presented in the “Scope of the License” article, for its own needs and only by the Users authorized by You.
Consequently, You and the Users are prohibited from:
reselling, distributing, sublicensing, renting, leasing, lending, or otherwise making the Solution available to any third-party for a commercial exploitation, except as expressly permitted under this Agreement ;
using the Solution as a standalone product or service for third parties, including offering it commercially as part of a hosted or managed service, unless expressly authorized in writing by PRUNA AI.
The License is granted to You subject to payment of the applicable Fees in accordance with the Order Form and this Agreement.
5. Granting of the License
5.1 Installation of the Solution
You shall install the Solution on Your IT Infrastructure under Your sole responsibility, in compliance with the Solution installation procedures set forth in the terms and conditions of installation accessible at the following address: https://docs.pruna.ai/
5.2 Selection of Users
It is also Your responsibility to designate, among the Users, who will be in charge of the use and administration of the Solution.
You are responsible for using the Solution in strict compliance with this Agreement. If You are unsure whether Your usage is within the scope of the License, You shall promptly contact PRUNA AI to resolve the matter and, if applicable, adjust the License scope and Fees.
5.3 Access and Confidentiality
Each User accesses the Solution through a secure authentication system implemented and controlled by You.
You are also responsible for implementing and enforcing strict policies and procedures to ensure the confidentiality and integrity of User credentials.
5.4 Contractual Warranties
PRUNA AI warrants that the Solution will, during the Initial Term, substantially operate as described in the applicable Solution technical and functional documentation set forth under Appendix 1.
PRUNA AI does not warrant that the Solution will perform error-free or uninterrupted or that PRUNA AI will correct all program errors. To the extent permitted by law, these warranties are exclusive, and there are no other express or implied warranties or conditions, including warranties or conditions of merchantability and fitness for a particular purpose.
For any breach of the warranties, Your exclusive remedy, and PRUNA AI’s entire liability, shall be the correction of program errors of the Solution that cause breach, or if PRUNA AI cannot substantially correct the breach in a commercially reasonable manner, You may terminate the Agreement and recover the Fees paid for the affected License Term on a pro rata basis calculated from the effective date of termination.
Maintenance and Technical Support
Subject to payment of the applicable support Fees (if any) set forth in the Order Form, maintenance and technical support are provided as described in Appendix 1.
Hosting
PRUNA AI does not host the Solution or the data collected by it. The hosting is the sole responsibility of the Customer.
Financial conditions
8.1 Pricing
From the Effective date of the Agreement, You undertake to pay PRUNA AI the Fees set forth in the Order Form.
8.2 Invoicing and Payment
Fees shall be calculated and invoiced as set out in the Order Form. PRUNA AI will issue invoices and communicate them to You by written means, including by email, in accordance with the Order Form.
8.3 Late Payments and Payment Incidents
If You fail to pay any amount due within thirty (30) calendar days after receiving written notice of non-payment, PRUNA AI may (i) suspend the License and/or support services, (ii) require immediate payment of all amounts due, and/or (iii) terminate this Agreement for material breach in accordance with Section 17.
8.4 Taxes and Other Charges
Each Party shall be responsible for the due and proper payment of all taxes assessed on, levied, imposed by any government or any local state and/or national fiscal authority of any country or otherwise due in respect of its own profit, whether actual or assumed, and income and property arising in connection with this Agreement and/or its performance.
Your Obligations and Warranties
Without prejudice to the other obligations provided for in the Agreement, You undertake to comply with the following obligations:
You shall be solely responsible for ensuring the proper use of the Solution. In particular, You shall be responsible for:
maintaining IT equipment in good working order, up to date, and aligned with the Solution’s technical specifications; ;
installing updates in accordance with Appendix 1;
ensuring Your infrastructure remains compatible with the Solution’s installation and operating requirements and, where applicable, take the necessary measures to ensure that Your computer infrastructure is compatible with the requirements mentioned in the terms of the installation of the Solution;
ensuring You have qualified personnel available to operate the Solution in accordance with PRUNA AI’s documentation.
You agree to (i) provide PRUNA AI with the usage information and/or Statistics Reports described in Appendix 1, and (ii) not delete or block any data required for PRUNA AI to verify usage compliance under this Agreement.
You are solely responsible for the use of the Solution by You and your Users.
You expressly acknowledge and agree that the Solution interconnects with third-party software (the “Third-Party Software”), as described in Appendix 1, for which PRUNA AI is not responsible.
You undertake, in your use of the Solution, to comply with the laws and regulations in force and not to infringe the rights of third parties or public order.
You are solely responsible for any misuse, non-compliant or unlawful use of the Solution by Your Users, including any infringement of applicable laws and regulations. You shall implement appropriate policies and procedures to prevent and remedy such misuse.
You are solely responsible for the content of the data, comments and information exchanged through the Solution (the "Content").
You warrant PRUNA AI that it has all necessary rights and permissions to distribute such Content. You undertake to ensure that such Content is lawful, does not infringe public order, public morality or third-party rights, does not violate any legislative or regulatory provision and, more generally, is in no way likely to give rise to civil or criminal liability on the part of PRUNA AI.
You shall not distribute, in particular and without this list being exhaustive:
Infringing Content,
Content that violates the image of a third-party,
Content that is false, misleading or that proposes or promotes illicit, fraudulent or deceptive activities,
Content that is harmful to the computer systems of third parties (such as viruses, worms, Trojan horses, etc.),
and more generally, Content likely to infringe the rights of third parties or to be prejudicial to third parties, in any manner or form whatsoever.
Intellectual Property
10.1 Rights Granted
You expressly acknowledge that the Agreement does not assign any intellectual property rights over the Solution, which remains the exclusive property of PRUNA AI. Title and all Intellectual Property Rights in and to the Solution, new versions of the Solution, Solution maintenance releases, modifications, updates and other changes to the Solution shall be and remain the property of PRUNA AI or any third-party from whom PRUNA AI has licensed the same.
Upon signature of the applicable Order Form, You are granted a License to use the Solution solely under the conditions defined in Section 4 “License to use the Solution”, to the exclusion of any other use.
Consequently, any disassembly, decompilation, decryption, extraction, reuse, copying and more generally any act of reproduction, representation, distribution and use of any of the elements composing the Solution, in whole or in part, without PRUNA AI’s authorization, are strictly prohibited and may be subject to legal proceedings.
Where applicable, the Parties shall only be granted a license to use the elements to which they may have had access or which will be transmitted to them by the other Party, for the duration of the Agreement and for the sole purpose of its performance.
Your content and Your data shall remain in Your exclusive property.
10.2 Intellectual Property Rights Infringement
Subject to this Agreement, PRUNA AI will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against You by a third-party alleging that the use of the Solution as contemplated hereunder directly infringes the intellectual property rights of such third-party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by PRUNA AI in a monetary settlement of such Claim.
PRUNA AI’s obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Your Data, Your technology, software, materials, data or business processes; (II) a combination of the Solution with non-PRUNA AI products or services; or (III) any use of the Solution not in compliance with this Agreement. In the event of a Claim, PRUNA AI will, in its discretion and at no cost to You, do one of the following: (A) modify the Solution so that it is no longer the subject of an infringement claim, (B) obtain a license for Your continued use of the Solution in accordance with this Agreement, or (C) terminate the License for the infringing components of the Solution and refund You any prepaid License Fees for the remainder of the applicable License Term.
THIS SECTION 10.2 SETS FORTH THE ENTIRE OBLIGATION OF PRUNA AI AND YOUR EXCLUSIVE REMEDY AGAINST PRUNA AI FOR ANY CLAIM UNDER THIS SECTION.
Usage Compliance
You hereby agree that the Solution embeds Statistics Reports that monitor and track Your usage as further described in Appendix 1.
You agree to provide PRUNA AI with the Statistics Reports and/or usage information described in Appendix 1 on a quarterly basis (or as otherwise stated in the Order Form) so that PRUNA AI may verify Your compliance with the scope of the License. Failure to provide the required reports after written notice and a reasonable opportunity to cure may constitute a material breach of this Agreement.
If a Statistics Report reveals any non-compliance with the scope of the License, You agree to pay within thirty (30) days of written notification any additional License Fees required to bring Your usage into compliance, at the then-applicable rates. If You fail to pay within such period, PRUNA AI may terminate this Agreement for material breach in accordance with Section 17.
Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE.
In any event, PRUNA AI’s maximum aggregate liability for direct damages is limited to the total amount of License Fees actually received by PRUNA AI from You under the applicable Order Form during the twelve (12) months preceding the event giving rise to the claim.
NOTWITHSTANDING THE FOREGOING, NO LIMITATION OR EXCLUSION OF LIABILITY SHALL APPLY WITH RESPECT TO A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR WITH RESPECT TO ANY CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM SUCH PARTY’S NEGLIGENCE.
The liability section shall survive the termination or expiration of the Agreement. Any claim made by a Party hereunder must be made in writing, giving full particulars of the subject matter in question, within twenty-four (24) months after the date on which such Party became aware of the circumstances giving rise to this claim. It is recognized that any claim for damages made by a Party under this document will always be subject to that Party's general obligation to limit its losses.
Confidentiality
Each of the Parties undertakes to keep strictly confidential all documents and information of a legal, commercial, industrial, strategic, technical or financial nature relating to the other Party or held by the latter of which it may have become aware during the conclusion and performance of the Agreement and not to disclose them without the prior written consent of the other Party.
This obligation of confidentiality does not extend to documents and information:
of which the receiving Party was already aware,
which were already public at the time of their communication or which would become public without breach of the Agreement,
which would have been lawfully received from a third-party,
the disclosure of which would be required by the judicial authorities, pursuant to laws and regulations or in order to establish the rights of a Party under the Agreement.
This obligation of confidentiality extends to all employees, collaborators, trainees, managers and agents of the Parties as well as to their affiliated counsels and co-contractors, to whom documents or confidential information may only be transmitted if they are bound by the same obligation of confidentiality as that provided for herein.
This obligation shall continue to apply for a period of 5 years following the termination or expiration of the Agreement.
Personal Data
As part of their contractual relations and to the extent applicable, each Party undertakes to comply with the applicable regulations on personal data processing and, in particular, the General Data Protection Regulation (regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016).
Each Party processes personal data of data subject of the other Party involved in the performance of the Agreement, as controller within the meaning of the Applicable Regulation for the purpose of managing the contractual relationship between the Parties and for the duration of the Agreement. These processes are carried out for the performance of the Agreement and only identification data (in particular surname, first name, email address, telephone number) are processed by the Parties.
Personal data are retained during the duration strictly necessary for the purposes of managing the business relationship between Parties. The staff of the Party controller of the processing, its control services (notably auditor) and its processors could have access to personal data.
The processing may result in the exercise by each Party’s contact person of their rights under the Applicable Regulation. In such event, You may send such request to: dpo@pruna.ai
Commercial References
The Parties expressly authorize each other to use their respective name, brand and logo, as well as the references of their websites, as commercial references, on any medium and in any form whatsoever, for the term of the Agreement.
Force Majeure
Neither Party shall be liable for failure to meet the contractual obligations under this Agreement due to an event that is outside the control of that Party, including, without limitation, strikes, lockouts, labor disputes, acts of God, fire, floods, riots, wars and government actions (“Force Majeure”). This limitation of liability shall be valid only for the period of duration of Force Majeure. The Party involved in an event of Force Majeure shall take all reasonable measures and actions to limit or minimize the consequences of such an event and inform immediately in writing the other Party on the intervention and on the cessation of such circumstance.
Termination for Breach
In the event of a material breach by either Party of any of its obligations under the Agreement, the other Party may terminate the Agreement (which, for the avoidance of doubt, will result in the termination of the applicable Order Form) after having given formal notice in writing with acknowledgment of receipt to the defaulting Party thirty (30) days in advance.
Termination of the Agreement by either Party shall be without prejudice to any other rights or remedies which either Party may have by virtue of any breach of the terms of this Agreement.
. Effects of the End of the Agreement
The termination or expiration of the Agreement, for any reason whatsoever , will result in:
the ending of the relationship of the Parties and termination of any rights or licenses granted under or pursuant to this Agreement,
the survival of Sections 12 “Limitation of liability”, 13 “Confidentiality”, 14 “Personal data”, and this Section 18.
. Assignment
PRUNA AI may assign this Agreement, either wholly or in part, without Your written consent to an Affiliate or a separate division within its organization, or in connection with a merger, acquisition, divestiture, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.
Intuitu Personae
This Agreement shall be deemed to have been entered into in consideration of the person of the Parties and as such, the Parties shall not delegate or assign any of their rights under this Agreement, or entrust to a third-party the performance of all or part of their obligations, without the prior written consent of the other Party.
As an exception to the foregoing, PRUNA AI reserves the right to use subcontractors to perform the services. In such an event, PRUNA AI shall notify You and undertake to ensure that its subcontractors comply with the same contractual obligations as those to which it is subject under this Agreement. PRUNA AI shall in any event remain solely responsible for the proper performance of the services.
The Parties expressly acknowledge and agree that, in the event that such subcontractors are required to process personal data, the provisions of the Section 14 "Personal data" article shall apply.
. Relationship between the Parties
It is expressly agreed that neither Party may rely on the provisions of the Agreement to claim, in any way, the status of agent, representative or employee of the other Party, nor undertake the other Party's obligations to third parties, beyond the services provided for herein.
No special legal structure is hereby formed between the Parties, each retaining its own autonomy, responsibilities and customer base.
. Independence of the Agreement, Severability and Amendments
The contractual documents represent the entirety of the undertakings between the Parties. It replaces and cancels any previous oral or written undertaking relating to the subject matter of the Agreement.
The invalidity or unenforceability of any of the provisions of the Agreement shall not invalidate the other provisions, which shall retain their force and scope. The Parties shall then come together to agree in good faith on the necessary amendments so that each of them is in an economic situation comparable to that which would have resulted from the application of the invalidated clause.
Any modification or amendment to the Agreement shall be subject to a written and signed agreement between the Parties.
Non-waiver
The failure or waiver by a Party to exercise or assert any right under the Agreement shall in no event be deemed a waiver of such right for the future, such waiver being effective only with respect to the event in question.
Electronic Signature
It is understood between the Parties that the Agreement may be signed by any electronic means, the Parties recognizing the reliability of the process, thus giving it the same legal value as a handwritten signature within the meaning of the law.
25 - Applicable Law and Venue of the Dispute
The Agreement is governed by and interpreted according to German laws, specifically those of the Free State of Bavaria. Any conflict or dispute related to the validity, the interpretation, performance, and/or termination of the Agreement must be submitted to the exclusive jurisdiction of the Munich District Court (Landgericht München)
Appendix 1 - Customer Support
Definitions
As a reminder, terms with a capital letter in the Agreement and/or this Appendix have the following meaning:
Your IT Infrastructure: means any and all of your technology environment such as but not limited to the servers used, rented, purchased or owned by You to use the Solution.
Content: Data, comments and information exchanged through the Solution by the Users.
Excluded matters: Services excluded from the scope of the License.
Included matters: Services included in the scope of the License.
Statistics Report: PRUNA AI, using the license key, automatically generates precise statistics reports, including usage trackers (model names, hardware type, compression data check, loading date check…). PRUNA AI warrants that these statistics reports are completely anonymized and will not contain any of your personal data.
Third-party Software : Software and dependencies that the Solution relies upon, including, but not limited to, Models, Data Sources, Databases and Deployment infrastructure developed or maintained by other organizations not affiliated with PRUNA AI.
User(s): means any natural person who is an employee, trainee or temporary worker of Your or one of Your authorized contractors or partners, who is authorized by You to use the Solution and has access credentials for this purpose.
The Solution
2.1 Scope
Provided that You have paid the applicable License Fees as set forth in the Order Form, PRUNA AI will provide You the support and maintenance services described in this Appendix during the applicable License Term stated in the Order Form. The details of the Support, as described under the “Support” and “Included matters” articles, can be found below.
2.2 Support
During the applicable License Term, PRUNA AI will use reasonable efforts to correct and provide a workaround for any reproducible programming error in the Solution with a level of effort commensurate with the severity of the error, as reasonably determined by PRUNA AI, so as to ensure that the Solution operates in substantial conformity with the documentation. Upon identification of any programming error, You will promptly notify PRUNA AI of such error and will provide PRUNA AI with enough information to reproduce the error, including a listing of output and any other data that PRUNA AI may reasonably request in order to reproduce the error and operating conditions under which the error occurred or was discovered.
2.3 Maintenance, Updates & Upgrades
During the applicable License Term, and subject to the terms of the Agreement, You will be entitled to receive all maintenance upgrades and updates to the Solution that are publicly released by PRUNA AI. The contents and timing of all upgrades and updates will be decided upon by PRUNA AI at its sole discretion. Updates and upgrades include new versions of the Solution designated by PRUNA AI.
In this regard, You expressly undertakes to install all available latest updates and new releases of the Solution, which are essential to the proper functioning of the Solution. PRUNA AI shall not be liable in any way whatsoever for any malfunction and/or loss of data of any kind caused by an incorrect version of the Solution.
2.4 Included matters
Guidance & assistance around PRUNA AI
Assistance with the installation process,
Assistance with documentation-related questions,
Assistance with issues during upgrades,
Assistance identifying & troubleshooting problems,
Assistance identifying & creation appropriate bug reports
2.5 Excluded matters
The following matters are not covered under this Appendix:
Resolution in any version of the Solution other than the most recent release, provided that PRUNA AI will continue to provide Support for superseded releases for a reasonable period ;
Troubleshooting, assistance or guidance on third-party software, whether or not connected to PRUNA AI;
Troubleshooting, assistance or guidance infrastructure deployment & provisioning, connected to PRUNA AI;
Troubleshooting or assistance with Custom development and unsupported workarounds ;
And more generally:
Support for organizations without an active License and paid support entitlement as set forth in the applicable Order Form ;
Support for organizations for which Fees have not been paid with 90-days following the Effective Date ;
Support in languages other than English;
Support on-sites.
2.6 Professional Services
PRUNA AI may provide assistance on excluded matters as Professional Services and this would result in an additional fee and excluded from this Appendix.
PRUNA AI is not to be obliged to comply with the delivery of any Professional Services in any circumstances. PRUNA AI can provide these services in best efforts as the result of ad-hoc situations. In any case, PRUNA AI should not be liable for failure to resolve an issue.
2.7 Service Level Agreement (SLA)
The Service Level Agreement strictly applies to Response Times as the maximum timeout for the first response depending on the severity level. Severity Levels are determined by PRUNA AI based on information reported by You. The Service Level Agreement is available exclusively to customers with a valid License.
Severity 1 (Critical): A model is not performing, there is no workaround. It affects the company’s ability to perform its business. Response time: 4 hours
Severity 2 (High): A running model reports degraded performances/limited functions and/or a workaround is available. It partially affects the company’s ability to perform its business. Response time: 12 hours
Severity 3 (Medium): A running model reports minor errors. A workaround is available. It affects a small number of Users but not the company’s business. Response time: 1 business day
Severity 4 (Low): A running model doesn’t report any error. It affects Users having questions around the product. Response time: 3 business days.
Business day coverage is from Monday to Friday, 9:00 a.m. / 6:00 p.m CET time zone (UTC+1) excluding French and German public holidays.
2.8 Support Team
The Support Team can be reached via tickets or directly by email at support@pruna.ai
2.9 Modifications
PRUNA AI reserves the right to modify this Appendix upon written notice to You, provided that such modifications will not materially degrade the support obligations outlined herein. Any material changes will take effect no earlier than thirty (30) days after notice, unless required by law or security reasons.
Appendix 2 - Provider Terms
Definitions
1.1. “Input” means data, text, materials, images, and other content submitted or otherwise input into the AI Model to generate Outputs.
1.2. “Output” means the results (whether data, text, materials, images, or other content) generated by a AI Model based on Inputs.
1.3. “Platform” means the Customer’s inference platform and infrastructure that hosts the AI Model and enables Platform Users to access and use the AI Model.
1.4. “Platform User” means an end user customer that utilizes the Platform through authorized means to purchase access to the AI Model.
1.5. “AI Model” means the specific machine-learning model(s) identified in the Order Form (whether owned by Pruna AI or sublicensed from a third-party) that are made available for inference.
1.6. “AI Model Code” means the weights, parameters, and associated source or object code for a Provider Model, which will be hosted on the Platform
Scope of Ownership
2.1 AI Model Implementation.
Pruna AI shall deliver to the Customer the AI Model Code, along with the technical specifications, support, and guidance necessary to host and operate the AI Model on the Platform. The Parties agree to an implementation timeline of three (3) months from the Effective Date.
If the AI Model has not been deployed in a production environment within this period, and no legitimate, documented reason for delay has been communicated to and accepted by Pruna AI, Pruna AI may, upon written notice and after providing a reasonable opportunity to cure: (i) offer to transition the Customer from a self-hosted deployment to an API-hosted deployment under Pruna AI’s then-current Terms of Service (as identified in the notice); or (ii) terminate this Agreement for material breach, in which case the self-hosting rights granted herein shall lapse as of the effective date of termination.
2.2 Scope Expansion
Such confirmations must (i) be sent from an official company email address of the Customer, (ii) clearly identify the sender’s full name, role, and authority within the Customer’s organization, and (iii) be issued only by a designated representative authorized to bind the Customer, including but not limited to the individual(s) listed as Bill-To or Ship-To in the Order Form, the signatory of this Agreement, or a duly appointed legal representative of the Customer. Confirmations shall be sent to[ models@pruna.ai](mailto:models@pruna.ai). Each additional model will be incorporated into this Agreement from the Effective Date specified in the confirmation and, unless otherwise agreed in writing, will be subject to the same revenue share and other terms as this Agreement, with a License Term of twelve (12) months starting from that Effective Date.
2.3 Platform Ownership and Access
Except as expressly provided in this Agreement, or unless expressly requested by the Customer with the prior authorization of the relevant Platform User, Pruna AI shall have no rights to, or access to, the Platform or any Platform Users. Pruna AI does not claim and shall not acquire any ownership or other Intellectual Property Rights in or to the Platform.
2.4. Inputs and Outputs’ Ownership
Pruna AI makes no claim of ownership over any Inputs or Outputs generated through use of the AI Model. Subject to applicable laws, Platform Users may use Outputs for any lawful personal or commercial purposes.
2.5 AI Model Intellectual Property Ownership
As between the Parties, Pruna AI (or its licensors or sublicensors) retains all rights, title, and interest in and to the AI Model, AI Model Code, and any related APIs, including any enhancements, modifications, fine-tunes, or derivative works created from or based on any of the foregoing. This Agreement does not grant the Customer or any Platform User any rights in or to the AI Model, AI Model Code, or related APIs except as expressly stated herein. When the AI Model is licensed from a third-party, the Customer is solely responsible for securing and maintaining any necessary rights or licenses to use such AI Model on the Platform, and for ensuring that any use by Platform Users complies with the applicable third-party terms.