NEW USER
END USER LICENSE AGREEMENT

Thank you for logging into AI Velocity (the “Service”).
Your ID has been issued in connection with an Enterprise License and Software-as-a-Services Agreement (“Agreement”). The Terms of that Agreement govern your use of this Service. Please familiarize yourself with these Terms of Use ("Terms"). In consideration for agreeing to, and abiding by, these Terms you are being granted a contingent, terminable, non-exclusive, End User License to use the Service.
These Terms govern your access to, and use, of the Service provided by CIO ADVISE, INC. ("Provider," "we," "us," or "our"):
1.	DEFINITIONS
1.1	"Input" means any data, text, prompts, images, or other materials entered or uploaded into the Service by the Customer.
1.2	"Output" means the data, text, code, analysis, images, reports or other results generated by the Service for the Customer or its end user based on the provided Input.
1.3	"Service" means the Provider’s proprietary Service platform, models, infrastructure, and user interfaces.
1.4	“Customer” means the Entity who enters into the Enterprise License and Software-as-a-Services Agreement with the Provider, under which you are an authorized user.
1.5	“End User” (also know as “you”) the individual authorized by the Customer to access the Service on behalf of the Customer, subject to this End User License Agreement (“EULA”).
2. 	INTELLECTUAL PROPERTY RIGHTS & OWNERSHIP.
2.1	Provider Proprietary Rights: The Provider retains exclusive ownership of all rights, title, and interest in and to the Service, including the underlying algorithms, weights, source code, data architectures, model configurations, and any, modifications or improvements made to them or derivative products. 
2.2	Input Ownership and License: As between the parties, the Customer retains ownership of the Input. The Customer grants the Provider a worldwide, royalty-free, fully paid-up, sublicensable license to host, store, process, and use the Input solely to provide and maintain the Service for the benefit of Customer.
2.3	Output Ownership: Provider hereby assigns to Customer all its right, title, and interest (if any) in and to the Output. Customer acknowledges that due to the nature of machine learning, Outputs generated for different users may be identical or similar, and Provider retains no liability for such overlap. Provider will not use production data for generic model retraining.
3. 	AI ACCEPTABLE USE POLICY 
3.1	You shall use AI VELOCITY as a tool for decision-making guidance concerning Customer’s internal operations. You acknowledge that AI models inherently produce errors, inaccuracies, and hallucinations. You agree to be responsible for verifying the accuracy of any Output before relying on it. You agree not to rely on output alone and without human oversight and verification for critical infrastructure and important matters including for legal, medical, financial, or engineering decisions. You hereby acknowledge that this Agreement PROHIBITS ITS USE OF THE SERVICE IN CRITICAL INFRASTRUCTURE, MEDICAL DEVICES, AUTONOMOUS DRIVING, WEAPONS DEVELOPMENT, OR LAW ENFORCEMENT DECISIONS.
3.2	You agree to only use the Service lawfully and comply with applicable state and federal laws including but not limited to California Consumer Privacy Act (where applicable) as well as Federal/state Copyright law. Customer shall own or have the rights to the data you Input into the Service and you will comply with PROVIDER’S Acceptable Use Policy, including the strict prohibition on generating hate speech, malware, or defamatory content (“Generation Bans”). You agree not to use AI VELOCITY to engage in phishing, building competing products, automated data scraping, harvesting, reverse-engineering, decompiling, disassembling, or attempting to discover the model weights, algorithms, or source code of the Service. You further agree not to use AI VELOCITY to train competitive AI models using AI VELOCITY’s output (distillation), create generate deepfakes, misinformation, weapons, malware, illegal software, generate of hate speech, misinformation, or sexually explicit content. Nor will you use the Service in violation of third-party intellectual property or privacy rights, or bypass automated defensive systems designed to protect the system infrastructure. Nor will the end user Input any personal data, health information (e.g., HIPAA-protected), or highly regulated financial data without prior written consent from the Provider.
4. 	THIRD-PARTY SERVICES & DEPENDENCIES.
4.1	The Service may rely on underlying infrastructure, large language models (LLMs), or APIs hosted by third-party vendors. Provider is not liable for service degradation, service termination, or data policies enforced by these upstream third-party infrastructure providers.
5. 	DISCLAIMERS OF WARRANTIES ("AS IS")
5.1	No Factual Guarantees. As an End User of the Customer, you acknowledge that the Service utilizes experimental, probabilistic machine learning technology. Output may contain factual inaccuracies, omissions, biases, or errors ("hallucinations").
5.2	Human Oversight Mandatory. End User is responsible for human-in-the-loop review, validation, and verification of all Output before relying upon, executing, or publishing it.
5.3	Disclaimer. THE SERVICE AND ALL OUTPUTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.
5.4	Provider disclaims all warranties and liability whatsoever to the End User. No specific result from the output of AI VELOCITY or Services is assured or guaranteed. AI models inherently produce errors, inaccuracies, and hallucinations. PROVIDER DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT. NEITHER PROVIDER NOR PROVIDER’s PERSONNEL, AGENTS, AFFILIATES, SUBCONTRACTORS AND LICENSORS, MAKES ANY GUARANTEE OF OUTCOMES. NOR DOES PROVIDER MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND, IN LAW OR EQUITY, WITH RESPECT TO PROVIDER SERVICES AND AI VELOCITY OR THE USE THEREOF OR THE RESULTS TO BE OBTAINED THEREFROM. PROVIDER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING DISCLAIMING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, UP-TIME, RESPONSE TIME, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, PARTICULARLY BUT NOT EXCLUSIVELY WHEN THE SERVICE INTEGRATES WITH THIRD-PARTY SOFTWARE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AI VELOCITY SERVICES AND OUTPUT ARE PROVIDED ON AN “AS IS” BASIS. 
6. 	LIMITATION OF LIABILITY
You understand that you use the Service at the pleasure of the entity who issued you your login identification, based upon the Agreement it has with the Provider:
6.1	Exclusion of Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, THE END USER INCLUDING BUT NOT LIMITED TO INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF THE USE OF THE AI SERVICE OR DEPENDENCE ON THE OUTPUT.
6.2	Liability Cap: IN NO EVENT SHALL PROVIDER’S TOTAL LIABILITY FOR ALL CLAIMS MADE BY THE CUSTOMER EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER TO THE PROVIDER FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. PROVIDER SHALL HAVE NO DUTY TO COMPENSATE AN END USER FOR DIRECT DAMAGES SUFFERED BY USE OF AI VELOCITY AS AN END USER OF THE CUSTOMER.
7. 	TERM, SUSPENSION, AND TERMINATION
7.1	Provider reserves the right to immediately suspend or terminate End User’s access to the Service, without notice or liability, if Provider suspects a breach of these Terms, high-risk security threats, or regulatory changes that impact the legal viability of the Service.
8. 	GOVERNING LAW AND JURISDICTION
8.1	These Terms shall be governed by and construed in accordance with the laws of Florida without regard to its conflict of law principles. Any legal action arising out of these terms shall be brought exclusively in the courts located in Hillsborough County, Florida.
9. 	THIRD PARTY SYSTEMS.
The Parties agree: PROVIDER is not responsible for the functionality of third-party systems; APIs/integrations may change and in doing so effect the functionality of AI VELOCITY; and the Customer and End User are responsible for its compliance with third-party service(s).
10.	LIMITATIONS OF LIABILITY. THE LIABILITY OF PROVIDER AND PROVIDER’s PERSONNEL, AGENTS, AFFILIATES, SUBCONTRACTORS AND LICENSORS TO CUSTOMER AND CUSTOMER’S PERSONNEL, AGENTS, AFFILIATES, SUBCONTRACTORS AND CUSTOMERS ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES AND PRODUCTS PROVIDED TO CUSTOMER SHALL BE CUMULATIVELY LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT OF THE SERVICE FEES PAID BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE DATE ON WHICH SUCH LIABILITY AROSE, WHERE LIABILITY IS DETERMINED BY A COURT OF COMPETANT JURISDICTION PURSUANT TO PARAGRAPH 8 HEREIN. IN NO EVENT SHALL PROVIDER OR PROVIDER’s PERSONNEL, AGENTS, AFFILIATES, SUBCONTRACTORS AND LICENSORS BE LIABLE FOR THIRD-PARTY CONTENT OR ERROR THAT GETS UPLOADED OR INCORPORTATED IN ANY WAY INTO THE APPLICATION, SERVICE OR YOUR NETWORK SYSTEM. UNDER NO CONDITIONS SHALL PROVIDER BE LIABLE TO CUSTOMER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. 
11.	INDEMNIFICATION.
11.1	Indemnification by Customer. Customer agrees to fully and completely indemnify, defend and hold harmless PROVIDER for any claims, damages, or losses arising from: (a) Customer’s use of PROVIDER Service or Service to commit an unlawful act(s); (b) Customer’s violation of this Agreement; (c) Any third-party claims that intellectual property rights were infringed by Customer’s Input; (d) claims arising from wrongful, malicious or unlawful inputs, Customer’s misuse of the Service. 
11.2	Indemnification by Provider. Provider agrees to indemnify Customer for Provider’s acts of gross negligence or willful misconduct
11.3	 Recourse Limitations. All actions against the Provider must be brought by the Customer. The Parties agree that you, the End User, shall not have standing to enforce this Agreement or participate in any class action litigation. The Customer acknowledges that its Input into the Service are subject to the third-party data processing policies of the AI Provider and agrees that its sole and exclusive recourse for any data breaches, intellectual property infringement, or privacy violations arising directly from the Third-Party AI Provider’s systems shall be against that Third-Party AI Provider, and not against the Provider.
11.4	Use of Third-Party AI Models. The Customer acknowledges and agrees that the Software utilizes, connects to, and relies upon artificial intelligence models, and services developed, hosted, and maintained by third-party vendors ("Third-Party AI Providers"). The Customer agrees that Provider uptime requirements are suspended when interface with these Third-parties AI Providers is down or diminished. 
11.5	Pass-Through of Terms. The Provider processes all data through Third-Party AI Providers and such third parties may function pursuant to their own data handling, privacy, and security policies. The Parties agree that where data is passed to external APIs, Output, and performance are subject to those third-party data processing policies. To the maximum extent permitted by law, you, the End user, acknowledge that Provider passes through to the Customer only those warranties, indemnities, and remedies explicitly provided to the Provider by the respective Third-Party AI Provider. 
12.	FORCE MAJEURE. You have been made aware that the PROVIDER shall be excused from performance under its Agreement with Customer, for any period and to the extent that it is prevented from performing under the Agreement, in whole or in part, as a result of delays or errors beyond its reasonable control caused by the other Party, Third-Party or by an act of God, war, civil disturbance, terrorism, court order, labor dispute, industry-wide parts shortage, quarantine or pandemic, or other cause beyond its reasonable control, including failures of Third-Party providers or fluctuations in power, heat, light, air conditioning or telecommunications or broadband equipment. 
13.	GOVERNING LAW AND VENUE. This EULA shall be governed by state and federal laws, as applicable, within the State of Florida, United States of America without regard to its conflicts of laws provisions; and the Parties hereby submit to the personal and exclusive jurisdiction and venue of the courts in Hillsborough County, Florida. END USER HEREBY AGREES TO WAIVE ALL RIGHTS TO PARTICIPATE IN CLASS-ACTION LAWSUITS.
14.	ATTORNEY FEES AND COSTS.  In the event of any dispute arising under this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees, incurred in connection with such dispute.