License: Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferrable, non-assignable, revocable license during the Duration (as defined below) to: (i) use Cedille.ai solely to develop, test, run, operate, and support your Application; (ii) to display the Content accessed through Cedille.ai within your Application; and (iii) as otherwise expressly authorized by us in writing.
Ownership: As between you and us, we and our affiliates own all rights, title, and interest in and to Cedille.ai, Content, and all associated elements, components, and executables. Subject to the foregoing, you own all rights, title, and interest in and to your Application. You have no right to distribute or allow access to Cedille.ai. Except as expressly provided in these Terms, neither party grants, nor shall the other party acquire, any right, title or interest (including any implied license) in or to any property of the first party or its affiliates under these Terms. All rights not expressly granted in these Terms are reserved.
Copyright: We will not assert copyright over Content generated by Cedille.ai for you or your end users.
Feedback: If you provide us feedback about Cedille.ai or Content or any of our technology, data, business or systems, to the maximum extent permitted by law, we will fully and solely own all right, title and interest in and to such feedback which will automatically vest in us and/or be transferred to us, and, in any event, you hereby grant to us an unlimited, worldwide, royalty-free, perpetual, sublicensable (including through multiple tiers), and irrevocable right and license to use, share, commercialize, and otherwise exploit your feedback in any manner and for any purpose without any obligation to you. You will not give feedback that requires us to license its software or documentation to third parties because of including your feedback in them.
Support: We may provide you with technical support and guidance for using Cedille.ai and we may stop providing such support to you at any time without obligation to you.
In using Cedille.ai, you (and anyone acting on your behalf) must adhere to the following:
Submission of Content: We do not acquire any ownership of any intellectual property rights in the content that you submit to Cedille.ai, except as expressly provided in these Terms. For the sole purpose of enabling us and our affiliates to provide, secure, and improve Cedille.ai (and related software, models, and algorithms), you give us and our affiliates a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to copy, display, upload, perform, use, host, store, modify, communicate and publish all content submitted, posted or displayed to or from Cedille.ai for any Cedille.ai-related purpose in any form, medium or technology now known or later developed. When permissible under applicable Privacy Laws, the foregoing license survives consumer requests for deletion of personal data or Personal Information for the sole purpose of enabling us and our affiliates to provide, secure, and improve Cedille.ai. Before you submit content to Cedille.ai, you will ensure that you have the necessary rights (including rights from your end users) to grant us the license.
You understand that we may change our rules and procedures relating to the use of Cedille.ai at any time. We may also change or amend these Terms at any time in our sole discretion. We will post notice of changes within our documentation and/or to our website. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted, except for changes addressing new Cedille.ai functions or changes made for legal reasons, which will be effective immediately. Your continued use of Cedille.ai and Content after any change or amendment means you agree to such changes or amendments. If you do not agree to such changes or amendments, you must stop using Cedille.ai and Content immediately and terminate these Terms.
Term: These Terms will take effect when you first use Cedille.ai and will remain in effect until terminated according to these Terms (the "Duration").
Our Right to Terminate; Suspension: We have the right to terminate these Terms, and suspend or revoke your access to all or any of Cedille.ai and Content, at any time for any reason. We may also limit your access to some or all of Cedille.ai or Content at our sole discretion at any time. When you receive notice from us, you will immediately stop using Cedille.ai and Content.
Your Right to Terminate: You may terminate these Terms by discontinuing the use of Cedille.ai and Content.
Your Obligation Post-Termination: Upon termination, all licenses granted within these Terms immediately and automatically expire and you must immediately cease using Cedille.ai and Content.
Survival: The provisions of these Terms which, by their nature, should survive termination or expiration of these Terms (including but not limited to Ownership; Copyright; Feedback; Privacy and Data Protection; Termination; Limitation of Liabilities and General Terms), shall survive and remain in effect after the expiration or termination of these Terms, and apply to respective permitted successors and permitted assigns.
In no event shall Cedille.ai or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on Cedille.ai website, even if Cedille.ai or a Cedille.ai authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
Additional Terms. In addition to these Terms, your use or access of Cedille.ai may also be subject to any other agreements you have with us. If you use Cedille.ai as an interface to, or in conjunction with, our other products and services, then the terms of those products and services also apply to you and your end users.
Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and us or any of our affiliates. We and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
Use of Brands. You will not use our or any of our affiliates’ names, logos, or trademarks, without our prior written consent.
Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may freely assign or delegate any and all rights and obligations under these Terms without notice to you.
Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to us or our affiliates. Accordingly, you agree that, if you violate or breach these Terms, we shall have the right to seek injunctive relief against you in addition to any other legal remedies that we may have.
Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and us regarding the use of Cedille.ai and supersedes any prior or contemporaneous agreements, communications, or understandings between you and us on that subject.
Waiver and Severability. If you do not comply with these Terms, and we do not take action right away, this does not mean that we are giving up any rights it may have (such as taking action in the future). If a particular term in these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
These terms and conditions are governed by and construed in accordance with the laws of Switzerland and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.
Company name: Coteries Ltd
Address: Chemin des Blés 6, 2606 Corgémont, Switzerland