This Terms of Service agreement (the “Agreement”) is made between LIGHTENUP AI SERVICES LTD. (the “Company”), and you, the customer (the “Customer”), and governs your access and use of the Company’s software-as-a-service (SaaS) application programming interface (API) offering (the “Service”). By accessing or using the Service, you agree to be bound by this Agreement. If you do not agree to this Agreement, you may not access or use the Service.

1. SERVICE DESCRIPTION

The Service is a SaaS API offering that allows the Customer to access and use various artificial intelligence (AI) services hosted on third party Cloud providers, such as Microsoft Azure, Amazon AWS, Google GCP and Nebius (the “Cloud Providers”).

2. LICENSE GRANT

The Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service, solely for the Customer’s internal business purposes and in accordance with this Agreement and the Company’s documentation and policies. The Customer may not use the Service for any unlawful, fraudulent, or malicious purposes, or in any way that violates the rights or interests of the Company, the Cloud Providers, or any third parties. The Customer may not copy, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or the underlying technology of the Service, or create any derivative works based on the Service. The Customer may not rent, lease, sell, resell, distribute, or sublicense the Service, or offer the Service as part of a service bureau or outsourcing service, or otherwise make the Service available to any third parties. The Customer may not interfere with or disrupt the operation, security, or performance of the Service, or attempt to gain unauthorized access to the Service or any related systems or networks. The Customer may not use any automated means, such as bots, scripts, or crawlers, to access or use the Service, or use the Service in a manner that exceeds the reasonable request volume or imposes an unreasonable burden on the Service or the Cloud Providers. The Customer may not remove, alter, or obscure any proprietary notices or labels on the Service or any results generated by the Service. All rights not expressly granted to the Customer are reserved by the Company and its licensors.

3. CUSTOMER DATA

The Customer is solely responsible for the data, content, and information that the Customer submits, uploads, or transmits to the Service or the Cloud Providers, or that the Service or the Cloud Providers collect, process, or store on behalf of the Customer (the “Customer Data”). The Customer represents and warrants that the Customer owns or has the necessary rights and permissions to use and share the Customer Data, and that the Customer Data does not infringe or violate the rights or interests of the Company, the Cloud Providers, or any third parties, or any applicable laws or regulations. The Customer grants the Company and the Cloud Providers a non-exclusive, royalty-free, worldwide license to access, use, copy, modify, store, transmit, and display the Customer Data, solely for the purpose of providing the Service to the Customer and in accordance with this Agreement and the Company’s privacy policy. The Customer acknowledges and agrees that the Company and the Cloud Providers may use the Customer Data to improve, enhance, or modify the Service or the Cloud services, or to develop new products or services, and that the Company and the Cloud Providers may retain, aggregate, or anonymize the Customer Data for these purposes. The Customer also acknowledges and agrees that the Company and the Cloud Providers may disclose the Customer Data to comply with any legal obligations, requests, or orders, or to protect the rights or interests of the Company, the Cloud Providers, or any third parties. The Customer is solely responsible for the security, backup, and integrity of the Customer Data, and for ensuring that the Customer Data is accurate, complete, and up-to-date. The Company and the Cloud Providers are not liable for any loss, damage, or corruption of the Customer Data, or any unauthorized access, use, or disclosure of the Customer Data, unless caused by the Company’s or the Cloud Providers’ gross negligence or willful misconduct. All customer data once ingested is encrypted both during transit and at rest.

4. FEES AND PAYMENT

The Customer agrees to pay the fees for the Service as specified by the Company, in accordance with the payment terms and methods provided by the Company. The fees are exclusive of any taxes, duties, or charges that may be applicable to the Service, and the Customer is responsible for paying any such taxes, duties, or charges, except for those based on the Company’s income. The fees are non-refundable, unless otherwise agreed by the Company in writing. The Company may change the fees at any time, upon a prior notice to the Customer, and the Customer’s continued use of the Service after the effective date of the change constitutes the Customer’s acceptance of the new fees. The Company may suspend or terminate the Customer’s access to the Service if the Customer fails to pay the fees when due, or if the Customer’s payment method is invalid, expired, or declined.

5. TERM AND TERMINATION

This Agreement commences on the date the Customer accesses or uses the Service, and continues until terminated by either party. The Customer may terminate this Agreement at any time, by ceasing to use the Service and deleting any Customer Data from the Service. The Company may terminate this Agreement at any time, for any reason or no reason, upon a prior notice to the Customer. The Company may also suspend or terminate the Customer’s access to the Service, without notice, if the Customer breaches this Agreement, or if the Company determines that the Customer’s use of the Service poses a risk or liability to the Company, the Cloud Providers, or any third parties, or violates any applicable laws or regulations. Upon the termination of this Agreement, the Customer’s license to use the Service will automatically expire, and the Customer will no longer be able to access or use the Service or any results generated by the Service. The Customer will also delete any Customer Data from the Service, and the Company and the Cloud Providers will delete any Customer Data from their systems, unless required or permitted to retain the Customer Data by law or by this Agreement. The termination of this Agreement will not affect any rights or obligations of the parties that accrued prior to the termination, or any provisions of this Agreement that are intended to survive the termination, such as confidentiality, intellectual property, limitation of liability, dispute resolution, and governing law.

6. CONFIDENTIALITY

The Customer agrees to keep confidential and not to disclose, use, or exploit any confidential or proprietary information of the Company or the Cloud Providers that the Customer receives or accesses through the Service, such as trade secrets, inventions, business plans, financial data, customer data, marketing data, or other information that is not publicly known or readily ascertainable, and that is valuable to the Company or the Cloud Providers and their business (the “Confidential Information”). The Customer also agrees to protect the Confidential Information from unauthorized access, use, or disclosure by any third parties, using at least the same degree of care that the Customer uses to protect the Customer’s own confidential information of a similar nature, but in no event less than a reasonable degree of care. The Customer further agrees to return or destroy all Confidential Information in the Customer’s possession or control, including any copies, reproductions, summaries, notes, or analyses, upon the termination of this Agreement or upon the request of the Company or the AI Providers. The obligation of confidentiality does not apply to any Confidential Information that: 1. Was already known to the Customer prior to receiving it from the Company or the AI Providers, as evidenced by written records. 2. Was independently developed by the Customer without reference to or reliance on the Confidential Information, as evidenced by written records. 3. Was lawfully obtained by the Customer from a third party who had the right to disclose it and who was not under a confidentiality obligation to the Company or the AI Providers. 4. Became publicly available through no fault or breach of the Customer. 5. Was required to be disclosed by law, regulation, court order, or governmental authority, provided that the Customer gives the Company or the AI Providers prior notice and reasonable assistance to obtain a protective order or limit the scope of disclosure.

7. INTELLECTUAL PROPERTY

The Customer acknowledges and agrees that the Company and its licensors own and retain all rights, title, and interest in and to the Service and any results generated by the Service, including any patents, trademarks, trade names, trade dress, logos, slogans, domain names, and copyrights, and any other intellectual property rights or proprietary rights that may arise from or relate to the Service or the results (the “Company IP”). The Customer also acknowledges and agrees that the Cloud Providers and their licensors own and retain all rights, title, and interest in and to the AI services and any results generated by the AI services, including any intellectual property rights or proprietary rights that may arise from or relate to the AI services or the results (the “AI Provider IP”). Nothing in this Agreement grants or transfers to the Customer any ownership or license rights in or to the Company IP or the AI Provider IP, except for the limited license to access and use the Service as expressly provided in this Agreement.

8. CHANGES TO THIS TERMS OF SERVICE

We retain the right to modify this document to align with new regulations, legal precedents, and evolving industrial or commercial practices. If any changes are made to our Terms of service, they will be published on this page. The last modification to this document occurred on 02/04/2024.

9. CONTACT US

If you have any questions about this document, please contact us at legal@lightenup.ai.