End User License Agreement (EULA)
Quanthome SA - Web Application and Chatbot
Execution Version
Important Notice
THIS END USER LICENSE AGREEMENT (EULA) IS A BINDING LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND QUANTHOME. READ IT CAREFULLY BEFORE USING THE WEB APPLICATION (APP) AND/OR OUR CHATBOT (TOGETHER SERVICES). IT PROVIDES A LICENSE TO USE THE APP AND/OR CHATBOT AT YOUR DISCRETION DEPENDING UPON THE SERVICES SUBSCRIBED TO, CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS.
BY SELECTING THE "I ACCEPT" BUTTON AND USING THE SERVICES AT YOU DISCRETION, YOU ARE CONFIRMING YOUR ACCEPTANCE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS EULA.
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT USE THE APP AND/OR CHATBOT.
1. Definitions
APP: The web application supplied by QUANTHOME herewith, and, if applicable, the corresponding documentation, associated media, printed materials, and online or electronic documentation, and all updates or upgrades of the above that are provided to you.
CHATBOT: The chatbot supplied by QUANTHOME herewith and developed based upon underlying frontier models, enabling you to interact with QUANTHOME data.
EULA: This end user license agreement.
QUANTHOME: Quanthome SA, IDE: CHE-321.617.538, with registered seat in Lausanne, Switzerland.
SERVICES: The APP and CHATBOT and may refer to either of those depending upon the services subscribed to.
2. License to Use the Services
QUANTHOME hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right to use the APP and/or CHATBOT depending upon the Services subscribed to for a one-off period of 365 days following the purchase of an annual license pursuant to the transaction document set forth in annex ("TD").
3. License Restrictions
You may not:
a. Distribution and Transfer
Reproduce in any way or distribute copies of the Services
Make available the Services in any way to third parties
Upload the Services on any website or electronically transfer the Services from one computer to another or over a network, except as expressly authorized under the terms of this EULA
b. Modification and Reverse Engineering
Alter, merge, modify, adapt or translate the Services
Decompile, reverse engineer, disassemble, or otherwise reduce the Services to a human-perceivable form
Undertake any activity intended to bypass, defeat or otherwise circumvent (or having the effect of facilitating, modifying, or assisting the bypassing, defeating or circumventing of) the proper and/or secure operation of the Services
Breach any patent held or patent application deposited by QUANTHOME in any way
c. Commercial Restrictions
Sell, rent, lease, loan or sublicense the Services
Distribute, rent, lease or sell the results of the use of the Services (in particular the data)
d. Account Restrictions
Share your account with any other person or entity, thereby exceeding your account user allowance
e. Derivative Works
Modify the Services or create derivative works based upon the Services
4. Ownership
The foregoing license gives you limited license to use the APP and/or Chatbot depending upon the Services subscribed to and no other license or right is hereby granted either expressly or by implication.
QUANTHOME and its suppliers and partners retain all rights, titles and interests, including all copyrights and intellectual property rights, in and to, the Services and all copies thereof.
All rights not specifically granted in this EULA, including but not limited to national and international copyrights, are reserved by QUANTHOME, its suppliers and its partners.
You own all the prompts and input you provide to interact with our Chatbot.
5. Updates, Security and Revocation
Pursuant to the terms of the present EULA, you agree to abide by the rules and policies established from time to time by QUANTHOME relating to the Services' updates and security components.
QUANTHOME commits to apply such rules and policies in a non-discriminatory manner to users of the Services, such rules including for example but without limitation required or automated updates, modifications and/or installations of the APP to address security, interoperability and/or performance issues.
These updates, modifications and the like may occur on a periodic or as needed basis, without prior notice to you.
6. Chatbot
a. Access
When you subscribe to our APP through a duly executed TD, you will automatically be granted a license to access and use our Chatbot.
b. Ownership and Usage of Prompts
You shall own all rights, title and interest upon the prompts and input you provide to the Chatbot; provided, however, that you shall grant us a limited license upon such prompts and input:
To the extent required to perform the services in your favor
To perform quality controls and evaluation on our services after having been anonymized
Set aside (1) and (2), your prompts and input shall only be kept as part of the history of your interactions with the Chatbot, but shall not be used in any way to train our Chatbot.
c. Warranty Disclaimer
You understand and agree that the Chatbot is subject to sections 9 and 10 of the EULA and that, consequently, it is provided to you "AS IS" without any warranty of any kind.
d. User Notification Requirements
You shall ensure that users receive clear and prominent notice of the limitations of the Chatbot, including but not limited to:
The probabilistic and potentially inaccurate nature of its outputs
The fact that outputs shall not be interpreted as professional, financial, or legal advice
The restrictions on the permissible use of the Chatbot as defined herein
You shall implement appropriate measures (e.g., terms of use, disclaimers, onboarding notices) to ensure End User compliance with this Agreement.
e. Prohibited User Activities
You shall ensure that users shall not, and shall not attempt to:
Manipulate, subvert, or otherwise circumvent the technical or operational boundaries of the Chatbot, including through "jailbreaking," "prompt injection," "inversion attacks," or any similar method intended to extract confidential data, system prompts, or model parameters
Submit prompts that are unlawful, defamatory, infringing, misleading, discriminatory, abusive, or otherwise contrary to applicable law
Use the Chatbot for the purpose of developing or training competing AI models unless expressly authorised in writing
You shall promptly notify us of any suspected misuse, attempted attack, or security incident involving the Chatbot.
g. Data Transfer
You understand that the Chatbot being built upon pre-existing models, the access and use of that services, which is at your entire discretion, shall result in your data being transferred out of Switzerland, notably in the United States of America.
It is up to you to assess whether you agree with such transfer and whether such transfer is authorized under the laws and regulation you are subject to.
Your access and use of Quanthome AI shall be considered as an acceptance of such transfer and you shall bear any and all liability for any resulting transfer that may not be allowed under laws and regulation to which you are submitted.
We shall indemnify and hold us, our directors, officers and representatives harmless from any prejudice we may suffer as a result of such transfer in breach of laws and regulations that apply to you and your users.
7. Charges and Payment for TD
You agree to pay all applicable charges specified in a TD and charges for use in excess of these authorizations.
Amounts are due upon receipt of the invoice
Payable within 30 days of the invoice date to an account specified by QUANTHOME
Late payment fees may apply
QUANTHOME does not give credits or refunds for any prepaid, one-time charges, or other charges already due, paid or committed
QUANTHOME may change charges upon renewal on a TD subject to forty-five (45) days' prior written notice to you
QUANTHOME will invoice the charges due on a yearly basis at the beginning of each contract term, except for overusage which will be invoiced in arrears if need be.
8. Term
The license is valid for the term referred to in the relevant TD. Absent such term set out in a TD, the license is valid for one year as of the date of signature of the TD by both parties and shall automatically renew for successive one-year periods unless otherwise terminated by either party with three month's prior written notice.
Immediate Termination Rights
Each party has the right, without prejudice to its other rights or remedies, to terminate the license immediately by written notice to the other party, if the other party:
Is unable to pay its debts or becomes insolvent
Is the subject of an order made or a resolution passed for the administration, winding-up or dissolution (otherwise than for the purpose of a solvent amalgamation or reconstruction)
Has an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer appointed over all or any substantial part of its assets
Enters into or proposes any composition or arrangement with its creditors generally
Is the subject of any events or circumstances analogous to any of the foregoing in any applicable jurisdiction
Termination for Breach
Each party may terminate the license by written notice to the other party in the event that the other party has breached a material term of this EULA and the breach was not cured within thirty (30) days of its receipt of written notice by the concerned party. Such termination will not trigger any entitlement from you to get refunded.
Termination by QUANTHOME
QUANTHOME may further terminate the license subject to thirty (30) days prior written notice as a result of your use of the Services to breach any applicable law related to the use of the Services, notably the ones of Switzerland, or if QUANTHOME reasonably considers its brands or reputation to be damaged as a result of your action or omission. Such termination will not trigger any entitlement from you to get refunded.
Survival
Termination of this EULA will not affect any accrued claims, rights or liabilities of the parties, nor will it affect the continuation in force of the following clauses: 6, 12 and 14.
9. WARRANTY DISCLAIMER
a. General Disclaimer
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR OWN AND SOLE RISK. THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND BY QUANTHOME, ITS DIRECTORS, EMPLOYEES, AGENTS AND/OR PARTNERS.
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, QUANTHOME AND ITS SUPPLIERS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
b. Investment Disclaimer
THE CONTENT PROVIDED THROUGH THE SERVICES IS NOT TO BE CONSTRUED AS INVESTMENT ADVICE, RECOMMENDATION, OR AN OFFER TO BUY OR SELL ANY FINANCIAL INSTRUMENTS OR TO PARTICIPATE IN ANY PARTICULAR TRADING STRATEGY. ANY RELIANCE ON THE CONTENT IS AT YOUR SOLE RISK.
c. Professional Advice Disclaimer
THE CONTENT OF THE SERVICES DOES NOT PURPORT TO BE COMPREHENSIVE OR TO SUBSTITUTE FOR PROFESSIONAL INVESTMENT, TAX, LEGAL, OR OTHER ADVICE. YOU SHOULD CONSULT WITH YOUR FINANCIAL, TAX, OR LEGAL ADVISORS FOR INFORMATION CONCERNING YOUR INDIVIDUAL SITUATION.
d. Third-Party Information
THE CONTENT OF THE SERVICES MAY INCLUDE INFORMATION OBTAINED FROM THIRD-PARTY SOURCES, AND QUANTHOME ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.
e. Non-Infringement
ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. QUANTHOME DOES NOT WARRANT THAT THE SERVICES IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES WILL BE CONFERRED ON YOU.
f. High-Risk Environments
THE APP IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. QUANTHOME SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
g. No Additional Warranties
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QUANTHOME, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
h. Alterations and Compatibility
QUANTHOME SHALL HAVE NO RESPONSIBILITY IF THE SERVICES HAS BEEN ALTERED IN ANY WAY, OR FOR ANY FAILURE THAT ARISES OUT OF THE USE OF THE SERVICES WITH OTHER THAN A RECOMMENDED HARDWARE CONFIGURATION, PLATFORM OR OPERATING SYSTEM.
10. LIMITATION OF LIABILITY
a. Indirect Damages
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER QUANTHOME NOR ITS SUPPLIERS AND PARTNERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF QUANTHOME OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
b. Financial Liability
QUANTHOME HAS NO FINANCIAL LIABILITY to the largest extent permissible under applicable law.
c. Unauthorized Use
UNDER NO CIRCUMSTANCES SHALL QUANTHOME OR ITS PARTNERS BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SERVICES TO DEVELOP, DISTRIBUTE OR USE ANY MATERIAL THAT IS DEFAMATORY, SLANDEROUS, LIBELLOUS OR OBSCENE, THAT PORTRAYS ANY PERSON IN A FALSE LIGHT OR CONSTITUTES AN INVASION OF ANY RIGHT TO PRIVACY, THAT INFRINGES ANY THIRD PARTY'S RIGHTS OR THAT IS CONTRARY TO ANY FOREIGN, FEDERAL OR LOCAL STATUTE OR REGULATION.
d. Application of Limitations
THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL PROVISIONS OF THIS EULA.
11. Consumer End Users Only
The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer.
The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
12. Data Protection
You agree that the only personal data to be processed by QUANTHOME as a result of your access and use of the APP will consist of:
Full name
Work email
Crypted password
ID and name of entity for which the user is administrator, member or operator
IP and user agent for each session
Login and logout activity (QUANTHOME reserves the right to log and monitor users' general activity on our platform, including but not limited to the routes navigated, actions performed, and pages visited, for the purpose of enhancing user experience, ensuring security, and improving our services)
APP and device errors, failures and crashes
for each user, at any time (the "Data").
Additional information may be collected and processed in the context of specific TDs and with the express consent of the Client.
The processing of these Data will take place in accordance with our Privacy Policy.
13. Miscellaneous
a. Assignment
This EULA or related TD may not be assigned by you without the prior written consent of QUANTHOME.
b. Severability
The provisions of this EULA are severable, such that the invalidity of any term of this EULA declared by a court of competent jurisdiction shall not affect the validity of any of the other terms. Any such invalid term shall be subject to partial enforcement in line with the original common intent of the parties to the maximum extent permitted under applicable law.
c. Entire Agreement
This EULA constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom. As used herein, the term, "including" means "including but not limited to".
d. Waiver
The failure by a party to insist upon strict performance of any provision hereof shall not constitute a waiver of such provision, or a waiver for any subsequent breach of said provision. All waivers must be in writing to be enforceable hereunder.
e. Force Majeure
In the event of force majeure or other exceptional events ("Force Majeure") for which QUANTHOME is not responsible which make it impossible or substantially more difficult to have the APP and/or Chatbot operate, QUANTHOME may restrict or suspend the APP and/or Chatbot during the duration of such obstacle or terminate the EULA.
Force Majeure includes, but is not limited to:
War, unrest, rebellion, acts of sabotage and similar events
Strikes or other industrial conflicts
Newly enacted laws and regulations
Delay caused by actions or omissions on the part of a government/authorities
Fire, explosion or other unavoidable events
Epidemic, pandemic
Flood, storm, earthquake or other exceptional natural events
Under no circumstances shall QUANTHOME be held liable for claims related to non-performance, improper performance or belated performance of contractual obligations as a result of such Force Majeure events.
f. Communications
All notices under the EULA must be in writing and sent to the business address specified for the EULA, unless a party designates in writing a different address. The parties consent to the use of electronic means and facsimile transmissions for communications as a signed writing. Any reproduction of the EULA made by reliable means is considered an original.
g. No Partnership
Nothing contained in this EULA shall be construed to create a partnership, agency, joint venture, or employer/employee relationship between the parties. Neither party has the authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other party or to bind such other party in any way.
14. Governing Law and Jurisdiction
a. Governing Law
This EULA shall be governed by the substantive laws of Switzerland, without giving effect to principles of conflict of laws, in particular excluding the United Nations Convention on the International Sale of Goods. The same shall apply to any TD entered into under this EULA.
b. Jurisdiction
Any dispute resulting of or related to this EULA shall be subject to the exclusive jurisdiction of the ordinary courts of Lausanne, Switzerland, to which the parties hereby irrevocably agree to be submitted. The same shall apply to any TD entered into under this EULA.
Document Version: Execution Version
Company: Quanthome SA, IDE: CHE-321.617.538
Registered Office: Lausanne, Switzerland