The Client who is a user of Leela Platform, hereinafter in the text as the Client on the one hand, and Leela AI Inc., a company organized and existing under the laws of the State of Delaware, in the United States of America, with offices located at 321 Walnut Street, #441, Newton, MA 02460 USA, hereinafter in the text as the Leela AI, on the other hand each separately hereinafter referred to as the Party or both together – the Parties,
A) Leela AI provides an advanced machine vision data analytic SaaS (Software as a Service) to analyze the movements of entities and objects in video by applying their proprietary, patent-pending algorithms on camera feeds (“Platform”). Leela Platform analyzes video streams and provides inferences about the activity taking place in the video.
B) Client provides the location and/or premises where the videos are captured and all other required equipment to Leela AI to provide the agreed service.
Use of the Platform
Leela AI provides an advanced machine vision service that enables the Client to analyze streaming data received from video cameras. The service is offered as SaaS (Software as a Service), hereinafter “Platform”
Leela AI provides the Platform with the functionality and capabilities made available to the Client at the time of entering into this Agreement. If the Client desires additional Platform features, the Client will send requests to Leela AI, and any development work undertaken will be performed under a separate agreement.
Leela AI has the right to change the functionality of the Platform, among other things, for any substantive developments of the service, the offering of additional functions or the need to change the software for maintenance purposes. Significant changes in the functionality of the Platform will be notified to the Client in writing in a reproducible form, or the changes will be integrated into the Platform.
If the Client does not agree with the functional changes of the Platform, the Client has the right to cancel the contract by giving at least thirty (30) calendar days’ notice in writing. If the Client has not cancelled the contract within the specified term, the Client shall be deemed to have agreed to the changes, and they shall be valid in full.
The intellectual property of the Platform, including software, databases, algorithms, text, and graphics, all belong to Leela AI. The Client receives the right to use the Platform to the extent necessary to use the functionality of the Platform. The Client may not copy or make available to the public any software, algorithms, databases, or other IP related to the Platform without Leela AI’s written consent.
The data is processed on the Platform. It is a database within the meaning of the Copyright Act, and the exclusive right of the maker of the database belongs to Leela AI. The Client receives the right to use the database to the extent necessary to use the Platform. The right to use the data (database) generated on the Platform is valid until the database rights are exhausted. The license fee for using the database is included in the Platform service fee.
Leela AI ensures the secure storage of confidential data and personal data processed through the Platform. Leela AI will not be responsible for any situations in which the any confidential information and personal data is disclosed through a Client account that has become known to third parties due to the actions of the Client account manager (e.g. disclosure of a username and/or password to a third party).
Neither party may disclose confidential information that came to its knowledge during the performance of the contract without the prior written consent of the other party. The obligation of confidentiality applies during the term of the contract and for three years after the termination of the contract.
Personal Data Protection
Leela AI will protect all personal data from the Client as described in Japan’s Act on the Protection of Personal Information for customers in Japan, the EU’s GDPR for customers in the EU, and any applicable laws in other Client jurisdictions.
Leela AI aims to provide highly reliable, secure services, but Leela AI cannot guarantee that the Platform will be uninterrupted, timely, or error-free at all times. Leela AI shall not be liable for any technical issues or business loss arising out of the use of the Platform, including those caused by the actions or omissions of the web hosting, internet service provider or other service providers.
Leela AI shall not be liable for any damages incurred by the Client in connection with the choices made by the algorithms operating in the Platform. The Client understands and acknowledges the fact that the output of the Platform is a type of data analysis. Business decisions and their consequences are made by and borne by the Client. Therefore, Leela AI is not responsible for any business decisions made by the Client based on the output of the Platform.
Leela AI indemnifies the Client for direct damage caused by non-performance or improper performance of the damage, which has occurred because of Leela AI’s intentional actions. Leela AI shall not be liable for consequential damages to the Client and shall not be liable for any loss of income, business expenses, loss of profits or other similar damages. The maximum rate of compensation for Leela AI damages shall not exceed the total amount of USD $500.
The Platform, content, and functionality, are provided on an “as is” and “as available” basis, and, to the fullest extent permitted by law, Leela AI makes no promises, whether express or implied, with respect to the Platform, content or functionality.
The Client must notify Leela AI in writing of the amount of the damage and the basis for compensation for the damage within ninety (90) calendar days of becoming aware of the damage. Leela AI has the right to demand the submission of documents proving the existence and amount of damage and other necessary information.
Statements by the parties which have legal effects on the Agreement, or its performance must be made in writing.
Disputes arising from or related to these Terms shall be resolved through negotiations. In case of failure of negotiations, disputes will be settled in courts of the Commonwealth of Massachusetts, in the USA.