Software and Services Agreement
This Software and Services Agreement (hereinafter "Agreement") is entered into by and between AIMMO Co., Ltd. (hereinafter "Company" or "AIMMO") and an individual or entity (hereinafter "User") who is in agreement with the Terms of Use for Service User as of the effective date. This Agreement sets out the Terms and Conditions under which the User may use services.
By executing an order form (hereinafter "Order Form") referencing this Agreement, or by accepting this Agreement, including by clicking on a "consent", "activation" or similar name button, the User agrees to the Terms and Conditions of this Agreement and represents:
By accepting this Agreement, the User acknowledges that he/she is bound by this Agreement and that this Agreement supersedes all other agreements between the parties with respect to the services provided hereunder.
This includes the scope to the extent applicable.
- All AIMMO Services
If a user is invited to an account on a created and established workspace (i.e., invited as a User), the Terms of Use for Service User (hereinafter "Terms of Use") shall apply to access to and use of the services.
Article 1 Definitions
1. The term "Service Limitation" means the provision of Article 5 Limitation of Use under the Terms of Use, with respect to the services provided by the Company.
2. The term "Manager" means a user designated by the User who can manage software platform accounts and access rights and other sensitive settings.
3. The term "Affiliate" means any organization that controls the parties or is under common control with the parties, where the term "Control" means the ability to direct the management and policies of such organization.
4. The term "Background Intellectual Property Rights" means any proprietary methodologies, tools, models, software, documents, know-how, trade secrets, inventions or works conceived or developed by the Company or its licensors (a) prior to the provision of the services under this Agreement, (b) independently of this Agreement and (c) in connection with the services, but not the output or derivative of any User materials or deliverables.
5. The term "Beta Service" means a product or function that can be used by the User in an evaluation version, beta, early access, or similar manner.
6. The term "User System" means all applications that the User generates using ML model services.
7. The term "User Materials" means the digital files, data and machine learning models that the User submits to the Company API or provides to the Company to facilitate the provision of the services by the Company.
8. The term "Document" means the Company-provided documents and its policies available at https://aimmo.readme.io/docs
9. The term "Effective Date" means the earlier of the date the User first accepts this Agreement or the start date of subscription set forth on the User’s first Order Form.
10. The term "User" means any user of the User’s software platform account and any of the User’s employee, contractor or subcontractor identified on the Order Form or any other person to whom the User has otherwise permitted access to the customer’s software platform account.
11. The term "Contract Period" means the duration of the applicable service from the start date of subscription set forth on the User’s first Order Form to the date set forth on the Oder Form.
12. The term "Intellectual Property Rights" means the present and future worldwide rights under patents, copyrights, trade secrets, trademarks, and other similar rights.
13. The term "ML Model Service" means an API service that the User submits data and receives ML outputs as detailed in the Order Form or the User account.
14. The term "ML Output" means a returned field in the AIMMO machine learning model as defined in the Order Form or the User account.
15. The term "Nonpublic Personal Information" has the meaning given to that term in the Gramm-Leach-Bliley Act and regulations thereunder, or in similar information under similar laws or regulations.
16. The term "Studio Platform" means the Company’s products, services, and APIs that provide advanced tools for understanding, visualization, screening, updating, improvement, and collaboration with respect to User Materials, deliverables, or other materials, or models available within the platform.
17. The term "Deliverables" means annotation and label based on User materials returned to the User via the Company API or CSV file and ML output.
18. The term "Personally Identifiable Information" means personal information that identifies, directly or indirectly, an individual such as name, email address, address, telephone number, resident registration number, passport number, driver’s license number and other government identification number and includes defined personal data (General Data Protection Regulation (EU) 2016/679).
19. The term "Remote Worker (Labeler)" means a remote independent contractor performing subcontracted labeling services.
20. The term "Restricted Information" means (a) personally identifiable information, (b) protected health information, (c) nonpublic personal information, and (d) sensitive information.
21. The term "Sensitive Information" means digital files and data that contain (a) obscene or (b) violent (including suicide and self-injury), threatening, hateful or discriminatory content, or (c) content that: (i) defames, harasses, misleads, or defrauds; (ii) depicts a weapon, illegal drug, or drug tool; (iii) promotes or supports terrorism or hate groups; or (iv) infringes on or violates an individual’s right of privacy or publicity.
22. The term "AIMMO enterprise Service" means any service ordered or requested by the User through the Company’s on-demand self-service product ("AIMMO enterprise") available at aimmo.ai/enterprise.
23. The term "Company Technology" means the Company’s products and services, including services and software platforms, Company data, background intellectual property rights, documents, and the Company's trademarks, logos, and other brand designations.
24. The term "Service" means the products and services ordered by the User in accordance with the Order Form, as well as those provided by the Company and used by the User pursuant to this Agreement, including the annotation and label designation work and services, ML model services, studio platforms, AIMMO Enterprise Services, and software platforms.
25. The term "Service Period" means (a) the initial or renewal period for the services, or (b) the period until the User terminates the account if the User does not have an Order Form.
26. The term "Software Platform" means the AIMMO API, website, software products, and software tools ordered by the User in accordance with the Order Form, or provided by the Company and used by the User or a User in accordance with this Agreement.
Article 2 Services
1. Provision of Services
1.1. The Company provides the following services to the User:
a. Composition of workspace for the management of project participants;
b. Provision of User tools for various data annotation works;
c. Upload raw data before processing and downloading completed learning data;
d. Statistics of work volume of the Users engaged in learning data processing;
e. Any other services provided by the Company to the User through additional development or partnership agreements with other companies.
1.2. The Company merely provides services to create learning data and does not engage in the settlement and payment of remuneration and consideration for the work of the Users who participate in data annotation, including (but not limited to) the following examples:
a. In accordance with prior consultation between the Users, the User's ID shall be invited and shall be attached to the workspace through the procedure accepted by the invited User;
b. Select and perform work through the project participation and acceptance procedures between the Users;
c. Separate agreements between the relevant Users with respect to the unit price and quantity of data annotation work by type;
d. Settlement and payment of remuneration/consideration for work between the Users.
1.3. The Company may divide services into a certain scope and separately designate the available time for each scope. Provided, in such cases, the details thereof shall be notified in advance.
1.4. In principle, the Company shall provide services for 24 hours a day and 7 days a week.
1.5. The Company may temporarily suspend the provision of services in cases where there are repair, inspection, replacement and failure of information and telecommunications equipment such as computers, loss of communications, or significant reasons for operation. In such cases, the Company shall notify the User in the manner provided in Article 11 (User Notification) of the Terms of Use. However, in cases where there are unavoidable reasons for which the Company cannot give a prior notice, notification may be given ex post facto.
1.6. The Company may conduct regular inspections when necessary for the provision of services, and the time of a regular inspection shall be in accordance with a prior notice on the service provision screen.
2. Security
2.1. The Company implements and maintains industry-standard information security programs equipped with management designed to protect the integrity of User materials and deliverables and physical and technical safeguards.
2.2. The User acknowledges that the User materials and deliverables transmitted through the software platform may be processed by the Company or by a company whose facilities are maintained and managed by the Company’s contractor or may be selected and processed by the User in accordance with the development environment.
3. Changes
3.1. The Company may change or update the software platform from time to time at its discretion.
3.2. The Company shall notify the User in advance of any change to the software platform that substantially reduces its functions.
Article 3 User’s Use of Services
1. User Management
1.1. The User is responsible for designating a manager for the software platform account, maintaining and managing updated contact information of the manager, and managing access to the manager account.
1.2. The manager may provide a User account up to the maximum number set forth in the Order Form or the User’s account. Additional fees may be charged for additional Users in excess of the maximum number set forth in the Order Form or the User’s account. Each User shall agree to the Terms of Use to activate an account.
2. User Responsibilities
2.1. The User is responsible for all uses of the software platform through his/her account, including any use of the AIMMO software platform.
2.2. The Company shall inform the User of all and any policies and practices relating to the User’s use of services and any settings that may affect the processing of data.
2.3. The User is responsible for maintaining the confidentiality of the account credentials that the User uses to access the software platform by himself/herself and for preventing any unauthorized use of the software platform. The manager of the User shall not allow sharing of the invited User’s account and password.
3. Compliance
3.1. The User shall not perform any of the following acts:
a. Registration of false information upon application or change;
b. Theft of others’ information;
c. Changes to information posted by the Company;
d. Sending or posting of information (computer programs, etc.) other than the information permitted by the Company;
e. Infringement on intellectual property rights such as copyright of the Company and other third parties;
f. Defamation of the Company and other third parties or interference with their business;
g. Disclosure or posting of obscene or violent messages, images, sounds, and other information that is against public order and customs;
h. Abuse of bugs in the Company’s programs;
i. Reproduction, modification, alteration, processing, disassembly, reverse-engineering, etc. of posts or other information in connection with the services provided by the Company;
j. Other unlawful or wrongful conducts.
3.2. The User shall comply with relevant laws, the provisions of the Terms of Use, the precautions notified related to User guide and services, and the notices given by the Company and shall not engage in any other acts that interfere with the Company’s business.
4. User Materials
4.1. The User is responsible for sending User materials to the Company to enable the Company to perform services.
4.2. The User represents and warrants that (a) the User has the rights, licenses, and authorities necessary to provide expandable User materials and (b) the use of User materials under this Agreement will not violate or infringe on the rights of a third party.
5. Limitation
5.1. Unless otherwise expressly permitted in this Agreement, the User shall not engage in any of the following acts and shall not allow a third party to engage in such acts:
a. Attempting to reverse-engineer, decompile, disassemble or discover the source code, or basic ideas and algorithms of the software platform;
b. Modification or generation of derivatives based on the software platform;
c. Selling, reselling, licensing, copying, leasing, renting, distributing, sharing time, or otherwise using the software platform for the benefit of a third party;
d. Creation or development of similar or competitive products or services, or the use of services for benchmarking or competitive analysis;
e. Removal or modification of title notices on the software platform;
f. Selling, reselling, licensing, leasing, distributing or sharing deliverables to (with) a third party (including but not limited to customer, partner and licensee) other than affiliates, or otherwise using deliverables for the benefit of a third party;
g. Posting or publicly distributing deliverables without a prior written consent of the Company;
h. Creation and distribution of services or deliverables that may result in serious bodily injury or death or may cause environmental or property damage or disruption of system operation;
6. Terms of ML Model Services
6.1. These Terms apply only to ML model services.
6.2. The User is responsible for ensuring that the User’s system complies with "Article 5 Acceptance and Limitation of Use" under the Terms of Use.
6.3. The User shall not: (a) directly or indirectly create, educate on, or improve similar or competitive products or services using ML model services; and (b) perform reverse-engineering (not allow Users or third parties to perform reverse-engineering). The User shall not: (c) attempt to decompile, disassemble or discover the source code or underlying ideas or algorithms for ML model services; (d) sell, resell, license, copy, lease, distribute or divide ML model services; (e) use ML model services for the benefit of a third party without going through the User’s system; and (f) shall ensure that the failure of ML model services or the inaccuracy of ML output does not result in bodily injury, death or property damage.
6.4. If requested by the Company, the User must provide the Company with any information necessary to enable the Company to verify that the User complies with the requirements of the Terms of Use.
7. Suspension of Service Use
7.1. The Company may suspend the User’s right to use the services if the User's use of the services poses a security risk or may violate any policy on use limitation or may adversely affect the services, the Company’s systems, and infrastructure.
7.2. If a third party or the User violates this Agreement, the Company will use reasonable efforts to provide immediate notice of temporary suspension.
8. Third-Party Services
8.1. If the User uses a third-party service or product (e.g. Single Sign-On) in conjunction with the software platform, (a) the Company shall not be liable for the acts or omissions of the third party, and (b) the Company shall not guarantee or support the use of third-party services or products.
Article 4 Intellectual Property Rights
1. Size of Intellectual Property
1.1. Except for the licenses expressly granted in this Agreement, this Agreement does not confer any rights on the User and the Company owns and retains all and any rights, titles and interests in and to the Company Technology.
1.2. The Company grants to the User a worldwide non-exclusive license to access and use the software platform and studio platform (as applicable) for the User’s internal business purposes during the contract period.
2. Intellectual Property of the User
2.1. The User owns deliverables.
2.2. Except for the licenses expressly granted in this Agreement, this Agreement does not confer any rights on the User and the User owns and retains all and any rights, titles and interests in and to materials and deliverables.
3. Service Data
3.1. The Company may collect and create usage data, statistics, aggregation, and anonymized data, the User’s use of the services, anonymized data derived from User materials and deliverables, service logs, usage records, and other data (hereinafter "Service Data").
3.2. The Company may use the Service Data to (a) provide, analyze, support, and improve the Company’s products and services; and (b) generate and distribute reports and materials on the Company’s products and services. The Company does not identify the User as an information source for any reports or materials described in this section without prior written approval of the User.
4. Proposals
4.1. The User may submit feedback, opinions, ideas, or proposals (hereinafter "Proposals") with respect to the Company’s services or new products and services, to the Company.
4.2. The Company may at its discretion and for any purpose: (a) use, modify, and incorporate the Company’s products and services and (b) grant a license or sub-license regarding the Proposals without any obligation to the User.
5. Copyright Policy
5.1. AIMMO respects the intellectual property rights of third parties, complies with laws, and responds to notices of copyright infringement claims.
5.2. AIMMO reserves the right to remove any User materials suspected of infringement from the User’s software platform and the AIMMO SaaS Service Platform account and to withdraw Users who repeatedly infringe on the rights of a third party.
6. User Marketing
6.1. AIMMO may use the User’s name, logo, and mark to: (a) identify the User on the Company’s website as a User of the Company; (b) create and publish case studies on the User’s use of the services; and (c) make marketing content.
6.2. In order to use materials such as press releases, advertisements, brochures, and other marketing materials, the User may decide through mutual prior consultation whether such materials can be used in connection with the Company and its services so as to be used for the Company’s marketing and promotion purposes.
Article 5 Service Fees and Payment
1. Determination of Service Fees
1.1. The User will pay service fees to the Company in accordance with (a) the Pricing Plan (hereinafter "Pricing Plan") set forth in the Order Form or the User account, or (b) the standards for any additional usage fees that may arise in the event of an excess of the service use limitations set forth in the Pricing Plan.
a. In the absence of any Pricing Plan, the service fees shall be paid to the Company in accordance with the Company’s standards (which may be subject to change at the Company's discretion) and all payments shall be made in U.S. dollars or the mutually agreed payment method unless otherwise set forth in the Order Form or invoice.
b. The usage indicated in the Pricing Plan is the amount of services that the Company has agreed to provide to the User and must be consumed during the period in which the User uses such services by the Pricing Plan. The fact that the amount of services provided within the period has not been used in full shall not be subject to a refund, nor shall it be refunded except in the case of overpayment or erroneous payment.
2. Payment of Service Fees
2.1. The Company shall post fees for the payable services and any changes thereto on the service website.
2.2. Payable services shall be divided into a fee-based service based on the User’s usage and a fee-for-account service based on the number of IDs participating in the User’s project. In the absence of a special reason, even if service fees are changed during the contracted period, the changed service fees shall not be applied retroactively throughout the service contract period.
2.3. Service fees shall be calculated and charged monthly from the first day to the last day of each month. If the use of services begins in the middle of a month, the service fees from the start date to the last day of the month in which the start date falls shall be calculated on a daily basis.
2.4. The Company shall issue an invoice to the User in the month following the month in which the usage fees are incurred, and the User shall pay the invoiced amount by the due date specified in advance by the Company.
2.5. If the User does not agree to the invoiced usage fees, the User may formally object to the Company in writing or by email. The Company will review the formal objection document within seven (7) business days from the receipt thereof and inform the User of the results.
2.6. If the User overpaid or erroneously paid the usage fees, the Company may deduct the overpaid or erroneously paid fees from the usage fees for the following month. If, prior to such deduction, the User requires a refund of the overpaid or erroneously paid fees, the Company will refund such amount to the User.
2.7. The User shall be obligated to pay service fees. Provided, in cases where the User has designated a separate person responsible for payment of usage fees, the User and the person responsible for payment of usage fees shall be jointly and severally liable for the usage fees, and in such cases, the User shall provide the confirmation of liability of the person responsible for payment.
3. Disputes and Payment Delays
3.1. The User may raise an objection of service fees within seven (7) days from the date of sending an invoice.
3.2. If no objection is made within this period, the User shall pay the service fees within the period specified in the invoice. Any overdue amount that is not paid by the User within the specified period will be subject to the higher of a financial fee of 1.5% per month or the maximum rate permitted by law.
3.3. If the Company determines that the service fees are overdue and this Agreement cannot be continued, the Company shall give a written notice to the User five (5) days prior to the termination of services. If the User does not respond properly after notifying the termination of services, the Company may discontinue the services in accordance with the notified procedure.
4. Taxes
4.1. The User is responsible for all taxes except those directly related to the Company’s net profit, gross income or capital.
4.2. The Company shall issue a VAT invoice to the User and the User shall pay taxes unless the User provides the Company with a valid tax exemption certificate approved by the relevant taxation authority.
Article 6 Free (Beta) Services
1. The User has the discretion whether or not to use the services that are free of charge (the "Free Services").
2. The User may not be able to use some of the Free Services depending on the circumstances of the Company and some of the provided services may not be stable.
3. The Company provides the Free Service "as is" and is not liable for any consequences occurring to the User, in connection with the Free Services.
4. In principle, the free service period of fourteen (14) days is offered to each service subscription account and the Free Service period may be reduced or extended depending on the circumstances of the Company. If the Free Service period is reduced or extended, the Company separately gives the User a prior notice.
5. The Company may limit the use of some of the functions during the Free Service period to ensure stable service operations. If service limitation is necessary, use limitation is set after separately notifying the User by email, or notification within the services.
Article 7 Term and Termination
1. Contract Period
1.1. The contract period begins on the effective date and ends when (a) the last service period expires or (b) this Agreement is terminated.
2. Termination
2.1. Either party may terminate this Agreement (a) if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days after the receipt of a written notice or (b) if such other party discontinues business operations or goes through bankruptcy proceedings.
2.2. The Company may terminate this Agreement if the Company has the right to temporarily suspend the services in accordance with Article 3 (7) of this Agreement or in order to comply with laws or regulations.
2.3. If the User does not have an Order Form, the User may terminate this Agreement at any time by terminating the company account.
3. Free (Evaluation Version) Services
3.1. The User may use the Company’s services free of charge for fourteen (14) days from the date of subscription to the services. During the free service period, some of the paid functions may be used by paying fees through separate consultations. If the User has not executed an Order Form with the Company and has paid all fees on the basis determined by the Company at the time of termination, the Company or the User may terminate this Agreement immediately with a notice.
3.2. The Company may discontinue to provide the services, in whole or in part, after giving a prior notice to the User if it is necessary to do so for service operations such as service restructuring.
4. Effect of Termination
4.1. In the event of termination of this Agreement, the User shall immediately pay all service fees payable in accordance with the Order Form or payable for the services provided.
Article 8 Confidentiality
1. Definition of Confidential Information
1.1. The term "Confidential Information" means any business or technical information disclosed by a party (hereinafter "Disclosing Party") to the other party (hereinafter "Receiving Party").
1.2. This Agreement and all Order Forms are confidential information of each party. The Company’s technology is confidential information. User materials and deliverables will be confidential information of the User.
1.3. Information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) is known to the Receiving Party prior to the receipt thereof, (c) is obtained by the Receiving Party from a third party who is not under an obligation of confidentiality, and (d) is independently developed by the Receiving Party without the use of the Disclosing Party’s confidential information, is not confidential information that is under the obligation of confidentiality to the Company or the User.
2. Obligations
2.1. The Receiving Party (a) shall not use the Disclosing Party’s confidential information for any purpose not permitted hereunder and (b) shall limit access to the Disclosing Party’s confidential information to itself and its affiliates, except the cases permitted by the Disclosing Party.
2.2. Employees, consultants, independent contractors and advisors of affiliates (hereinafter "Representatives") may access confidential information for the purposes permitted hereunder. The Receiving Party confirms that the authorized person with access to confidential information has agreed to the confidentiality clause in the same manner as the protection of confidential information set forth in this Agreement.
3. Compulsory Disclosure
3.1. Either party may disclose the other party’s confidential information within the permitted limit if such disclosure is required by law or regulation, provided that the Receiving Party gives the Disclosing Party a prior notice of compulsory disclosure and provides reasonable assistance to the Disclosing Party to contest or limit the disclosure at the Disclosing Party’s expense.
Article 9 Exemption
1. In cases where the Company cannot provide services due to natural disasters or force majeure events equivalent thereto, the Company shall be exempted from liabilities in connection with the provision of the services.
2. The Company shall not be liable for any disruption to the use of the services due to a cause attributable to the User.
3. The Company shall not be responsible for the reliability, accuracy, etc. of the information, materials, and facts posted by the User in connection with the services.
4. The Company shall be exempted from liabilities with respect to the relationship of rights and obligations among the Users who use the services such as composition of workspace and in the cases where transactions are made between the User and a third party through the services.
5. The Company shall not be liable for the use of the services provided free of charge unless otherwise specifically stipulated in applicable laws.
6. Services and deliverables are provided "as is" and "as available". The Company shall not be liable for any limited information received in violation of any third-party services or this Agreement.
7. The User shall be solely responsible to determine whether deliverables are suitable for use in the User’s system.
8. The Company shall not be liable for any damages, liabilities, or costs arising from a third party’s claim alleging that the Company’s technology used to provide the services or deliverables has infringed or has been misused.
Article 10 Indemnification
1. To the fullest extent permitted by law, in no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages (including, but not limited to, loss of data profit or loss), including direct damages to the User. However, this shall not apply in cases of willful misconduct or gross negligence of the Company.
2. To the fullest extent permitted by law, the User has overall liabilities for any claims arising from or in connection with the use of services or inability to use such services.
3. Each provision of these Terms of Use providing for limitation of liability, denial of warranty or exclusion of damages shall not apply in certain countries and territories that do not permit limitation of implied warranties or limitation of liabilities for consequential or incidental damages.
4. Each provision of this Agreement shall be severable and the effect of each provision shall be independent of the effect of the other provisions.
Article 11 Governing Law
1. Any litigation between the Company and the User shall be governed by the laws of the Republic of Korea.
2. Any lawsuit related to a dispute between the Company and the User shall be subject to the exclusive jurisdiction of the district court having jurisdiction over the address of the Company at the time of filing the lawsuit.
3. Notwithstanding the preceding paragraph, for User with an overseas address or residence, the Seoul Central District Court of the Republic of Korea shall have jurisdiction over any dispute arising between the Company and the User.
[Addendum]
These Terms of Use shall enter into force on (Jan. 5) of 2023.