**END USER LICENSE AGREEMENT (EULA)**

**1. Definitions**

- **“AWS Marketplace”**: Refers to the digital marketplace operated by Amazon Web Services, Inc., accessible at [https://aws.amazon.com/marketplace](https://aws.amazon.com/marketplace).

- **“Product”**: Refers to the software listed by Pandita AI on the AWS Marketplace.

- **“Product Listing”**: Refers to the information pertaining to the Product as published by Pandita AI on the AWS Marketplace.

- **“Product Documentation”**: Refers to the Product Listing, the source code, and read-me files available on material published on Pandita AI’s official website ([Pandita](https://pandita.ai/)).

- **“Product Subscription”**: Refers to a subscription purchased via the AWS Marketplace and fulfilled by Pandita AI for the licensing and provision of the Product.

- **“Buyer” or “Licensee”**: Refers to the individual, entity, or organization that purchases a Product Subscription and/or accesses or uses the API under this Agreement.

- **“API”**: Refers to the cloud-based machine learning model application programming interface provided by the Licensor.

- **“Licensor”**: Refers to Pandita AI, the entity providing the API, Product, and associated services.

- **“Services”**: Refers to the machine learning model API services provided by the Licensor, including access to and use of the API.

- **“Licensed Materials”**: Refers to the Product, Product Documentation, API, and any additional material (such as supplementary code and documentation) provided by Pandita AI to the Buyer as part of the Support Services.

- **“Support Services”**: Refers to the support provided by Pandita AI to the Buyer as described in the Product Listing.

- **“Proprietary Rights”**: Refers to all intellectual property and proprietary rights worldwide, whether presently known or hereafter discovered or invented, including without limitation: (a) patents and patent applications; (b) copyrights and mask work rights; (c) trade secrets; (d) trademarks; (e) rights in data and databases; and (f) analogous rights worldwide.

- **“Open Source Software”**: Refers to software distributed under a licensing or distribution model that is publicly available and provides access to the source code for licensees for use, modification, and redistribution.

- **“Subscription”**: Refers to the Licensee’s subscription to access and use the API services, as specified in the applicable subscription plan.

- **“Term”**: Refers to the duration of the Licensee’s Subscription as specified in the subscription plan.

- In the context of this Agreement, the Buyer and Pandita AI may collectively be referred to as the “Parties” or individually as a “Party.”

- Unless defined elsewhere in this Agreement, terms beginning with an initial capital letter shall have the meanings assigned to them herein.

**2. Scope**

The Buyer’s purchase of a Product Subscription or use of the API constitutes each Party’s acceptance of the terms and conditions set forth in this document (hereinafter referred to as the "Agreement"). Neither Party shall be bound by, and each expressly objects to, any provision that deviates from or adds to this Agreement. Pandita AI reserves the right to unilaterally modify the terms of this Agreement at any time without notice. The revised Agreement shall take effect immediately upon its publication in the Product Listing or as communicated by the Licensor.

**3. Terms**

- **Fulfillment and Fees**: Pandita AI shall fulfill the Product Subscription to the Buyer at the pricing specified in the Product Listing. Product Subscription fees are non-refundable. The Buyer is solely responsible for managing their Product Subscription and computing environment to avoid any unexpected charges.

- **Support Services**: Pandita AI shall provide Support Services to the Buyer through the channels specified in the Product Listing. Support Services are limited to technical and operational assistance related to the use of the Product or API. Pandita AI shall not provide broader AWS training or machine learning consulting services to the Buyer.

- **Buyer’s Responsibility**: Pandita AI does not impose restrictions on the Buyer’s use of the Product or API. However, the Buyer is solely responsible for determining whether the Product or API is appropriate and sufficient for their needs and data and assumes all risks associated with its use.

- **Product and Documentation**: While the Product Documentation may include examples of Product applications to financial and medical data (e.g., in the form of blog posts and code samples), these are not intended as financial or medical advice, and Pandita AI makes no warranty that the Product or API is fit for use as a basis for financial decisions or medical diagnoses.

- **Product Upgrades and Decommissioning**: Pandita AI reserves the right, at any time and without notice, to (i) upgrade the Product or API to a new version and discontinue all previous versions, including the version to which the Buyer has an active subscription; or (ii) permanently decommission the Product or API and remove the Product Listing from AWS Marketplace.

**4. Licenses**

- **Grant of License**: Subject to the terms and conditions of this Agreement, Pandita AI grants the Buyer a non-exclusive, non-transferable, revocable license to deploy, operate, and use the Product and API solely for the Buyer’s internal business purposes during the Term of the Subscription.

- **Open Source Software**: The Product or API may include or be provided with Open Source Software. If the Buyer’s use of the Product or API subjects them to the terms of any license governing the use of Open Source Software, information identifying such Open Source Software and the applicable license shall be incorporated or referenced in the Product Documentation. The terms of this Agreement apply to Open Source Software (i) to the extent not prohibited by the license governing the Open Source Software, including without limitation, warranties and indemnification, and (ii) except to the extent required by the license governing the Open Source Software, in which case the terms of such license shall prevail over the terms of this Agreement with respect to such Open Source Software, including without limitation, any provisions governing attribution, access to source code, modification, and reverse-engineering.

**5. Proprietary Rights**

Pandita AI retains all right, title, and interest in and to the Licensed Materials, including all Proprietary Rights therein. Nothing in this Agreement shall be construed or interpreted as granting the Buyer any ownership or proprietary rights in or to the Licensed Materials or any Proprietary Rights therein.

**6. Warranties**

Pandita AI provides the Licensed Materials on an “as is” basis, without warranties or conditions of any kind, express or implied, including but not limited to any warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose. Pandita AI does not warrant that: (i) the Licensed Materials will meet the Buyer’s requirements; (ii) the Licensed Materials are error-free; or (iii) the Buyer’s access to the Licensed Materials will be uninterrupted.

**7. Limitations of Liability**

Under no circumstances, and under no legal theory, whether in tort (including negligence), contract, or otherwise, shall Pandita AI be liable to the Buyer for any damages, including but not limited to direct, indirect, special, incidental, or consequential damages of any kind arising out of this Agreement or the use or inability to use the Licensed Materials, even if Pandita AI has been advised of the possibility of such damages.

**8. Term and Termination**

This Agreement shall remain in full force and effect until the Buyer cancels the Product Subscription, unless terminated earlier by Pandita AI pursuant to Product upgrades or decommissioning as described in Section 3. Upon cancellation or termination of the Product Subscription, the Buyer’s right to use the Licensed Materials shall immediately cease, and the Buyer’s access to the Product and Support Services shall be discontinued.

**9. Fees and Payment**

- The Licensee shall pay all fees associated with the Subscription in accordance with the pricing and payment terms specified in the applicable subscription plan. All fees are non-refundable.

- The Licensor reserves the right to modify the pricing and payment terms at any time, with notice provided to the Licensee. Continued use of the API after such changes constitutes acceptance of the modified terms.

**10. Indemnification**

- The Licensee agrees to indemnify, defend, and hold harmless the Licensor from and against any and all claims, liabilities, damages, losses, and expenses, including legal fees and costs, arising out of or in any way connected with: (a) the Licensee’s use of the API; (b) the Licensee’s violation of this Agreement; or (c) the Licensee’s violation of any applicable laws or regulations.

**11. Confidentiality**

- The Licensee agrees to maintain the confidentiality of all non-public information provided by the Licensor, including but not limited to, the API, Licensed Materials, and any other confidential information disclosed by the Licensor. The Licensee shall not disclose such information to any third party without the prior written consent of the Licensor.

**12. Governing Law and Dispute Resolution**

- This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law principles.

- Any disputes arising out of or in connection with this Agreement shall be resolved through binding arbitration in [Jurisdiction], except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

**13. Miscellaneous**

- **Entire Agreement**: This Agreement constitutes the entire agreement