WALLAROO LABS, INC.
WALLAROO OPEN SOURCE MODEL Terms and Conditions
READ CAREFuLLY THESE TERMS AND CONDITIONS, AS THEY CONSTITUTE A LEGALLY BINDING AGREEMENT AND GOVERN THE USE OF THE WALLAROO LABS SOFTWARE AND THE PROVISION BY WALLAROO LABS OF ASSOCIATED SERVICES. BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE, OR BY RECEIVING THE SERVICES, YOU ARE INDICATING THAT YOU AGREE TO THESE TERMS AND CONDITIONS.  iF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE OR RECEIVE SERVICES FROM WALLAROO LABS.
ThESE TERMS AND CONDITIONS ARE entered into by and between the WALLAROO LABS, INC. (“WALLAROO LABS”) and the LICENSEE that is USING THE SOFTWARE and/or Services (“LICENSEE”), and ARE effective as of the date you download the Software, OR receive the Services, whichever comes first (the “Effective Date”).  If you are entering into this Agreement on behalf of a company or legal entity, you represent that you have the authority to bind such entity to these terms and conditions.
Definitions.  Certain capitalized terms used herein are set forth below; other terms shall have the respective meanings set forth elsewhere in this Agreement or in the Azure Freemium License (defined below).
“Services” means Wallaroo Labs’ provision of technical support as well as such other services as Wallaroo Labs may offer to licensees of Wallaroo Enterprise as described on the Wallaroo Labs Website.
“Software” means Wallaroo Inference Server, self-service toolkit, computer engine, documentation, and open source models included in the Azure Freemium License.
“Wallaroo Labs Website” means the website located at https://wallaroo.ai.
Licenses and Services.
Azure Freemium License.  The Software is provided by Hugging Face, Inc. and is licensed to Licensee pursuant to the Hugging Face Terms of Service (“Hugging Face Terms”), which is located at https://huggingface.co/terms-of-service (“Azure Freemium License”). In the event of a conflict between the terms and conditions of this Agreement and the Hugging Face Terms, this Agreement shall control.
Services.  During the Term, and subject to Licensee’s compliance with the terms and conditions of this Agreement and the Hugging Face Terms, Wallaroo Labs may provide Services as described on the Wallaroo Labs Website. The Services contain models that are open source and have not been customized, trained, or modified in any way. Wallaroo is not responsible for any output(s) generated by your use of the Services.
Restrictions.  Licensee will not (and will not allow any third party to):  (a) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Software (except to the extent that applicable law prohibits reverse engineering restrictions), (b) provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, the Software (except as expressly and specifically authorized by Wallaroo Labs), (c) possess or use the Software, or allow the transfer, transmission, export, or re-export of the Software or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department’s Office of Foreign Assets Control, or any other government agency, (d) disclose to any third party any benchmarking or comparative study involving the Software or (e) modify the Software.  All the limitations and restrictions on the Software in this Agreement also apply to all documentation.  Licensee acknowledges that the Software may include features to prevent use after the applicable license period and/or use inconsistent herewith. Licensee acknowledges that the Software may be distributed alongside or contain or use certain third party software (“Third Party Software”).  Third Party Software is (in addition to the terms and conditions of this Agreement), subject to and governed by (and licensee agrees to, and will indemnify Wallaroo Labs for noncompliance with) the respective licenses for the Third Party Software.  As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, the Software and accompanying documentation provided by Wallaroo Labs are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.”  Consistent with FAR section 12.212 and DFAR section 227.7202, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms.
Feedback.  Licensee may, from time to time and in its sole discretion, make suggestions for changes, modifications or improvements to the Software (“Feedback”). Wallaroo Labs shall have an irrevocable, perpetual, worldwide, sublicenseable, transferable, full paid-up, royalty free right and license to use, distribute and otherwise exploit all Feedback for any purpose.
Termination.
Wallaroo Labs Termination.  Wallaroo Labs may terminate this Agreement upon written notice to Licensee in the event of Licensee’s (a) unauthorized use of the Software (including breach of the Azure Freemium License); (b) at any time at the sole discretion of Wallaroo Labs upon ten (10) days’ notice to Licensee. 
Survival.  Sections 1, 2.3, 2.4, 3, 4 (Proprietary Rights), 5.4 (Disclaimer), 6 (Confidentiality), 7 (Limitation of Liability), and 8 (Miscellaneous) of this Agreement shall survive the termination of this Agreement for any reason.
Proprietary Rights.  Except as expressly and unambiguously set forth herein, Wallaroo Labs and its licensors retain all right, title and interest in and to the Software, all copies, modifications and derivative works thereof, including without limitation, all rights to patent, copyright, trade secret and other proprietary or intellectual property rights related to any of the foregoing.  Licensee will maintain the copyright notice and any other notices or Software identifications that appear on or in the Software or any other media or documentation provided by Wallaroo Labs hereunder.  Wallaroo Labs and its suppliers reserve any and all rights not expressly granted in this Agreement. Wallaroo Labs and Wallaroo are trademarks of Wallaroo Labs, Inc., and shall not be used by Licensee without Wallaroo Labs’ express authorization.
Warranty and Disclaimer.  
Warranties.  Wallaroo Labs warrants to Licensee that any Services performed by Wallaroo Labs under this Agreement will be performed in a workmanlike manner, in accordance with general industry standards.
Exclusions.  Wallaroo Labs’ warranties in this Section 5 do not extend to problems that result from: (a) Licensee’s failure to implement updates issued by Wallaroo Labs during the warranty period; (b) any alterations or additions to the Software not performed by or at the direction of Wallaroo Labs; (c) failures that are not reproducible by Wallaroo Labs; (d) operation of the Software in violation of this Agreement or not in accordance with its documentation; (e) failures caused by software, hardware or products not licensed or provided by Wallaroo Labs hereunder; or (f) Third Party Works.
Remedies.  In the event of a breach of a warranty under this Section 5, Wallaroo Labs will, at its discretion and cost, either repair, replace or re-perform the applicable Software or Services. This is the exclusive remedy, and Wallaroo Labs’ sole liability, arising in connection with the limited warranties herein.
Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH HEREIN THE SOFTWARE AND THE SERVICES ARE PROVIDED TO LICENSEE "AS IS," WITHOUT ANY OTHER WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES CONCERNING THE INSTALLATION, USE OR PERFORMANCE.  WALLAROO LABS AND ITS SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, FREEDOM FROM ERRORS, FREEDOM FROM PROGRAMMING DEFECTS, NONINTERFERENCE AND NONINFRINGEMENT, AND ALL IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE.  WALLAROO LABS AND ITS SUPPLIERS DO NOT WARRANT THAT THE SERVICES WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED.  THE SOFTWARE IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE WHERE THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES”).  USE OF THE PRODUCT IN HIGH RISK ACTIVITIES IS NOT AUTHORIZED.
Confidentiality.  Each party agrees that all code, inventions, algorithms, know-how and ideas and all other business and technical information obtained from the other is the confidential property of the disclosing party (“Confidential Information’’ of the disclosing party).  Except as allowed herein the receiving party will hold in confidence and not use or disclose any Confidential Information of the disclosing party and shall similarly bind its employees and independent contractors in writing.  Confidential Information shall not include information the receiving party can document:  (a) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; or (b) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; or (c) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (d) was independently developed by employees or consultants of the receiving party.  If required by law, the receiving party may disclose Confidential Information of the disclosing party, but will give adequate prior notice of such disclosure to the disclosing party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefor.  Upon the expiration or termination of this Agreement, all of the Confidential Information (including any copies) will be returned to the disclosing party, and the receiving party will make no further use of such materials.  Money damages will not be an adequate remedy if this Section 7 is breached and, therefore, either party may, in addition to any other legal or equitable remedies, seek an injunction or other equitable relief against such breach or threatened breach without the necessity of posting any bond or surety.
Limitation of Liability.  
Limitations/Exclusions.  WALLAROO LABS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (B) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS TO LICENSEE OR ANY THIRD PARTIES; (C) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL , EVEN IF WALLAROO LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  
Remedies. Failure by either party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy. To the extent permitted by applicable law, no action, regardless of form, arising out of this Agreement may be brought by Licensee more than one (1) year after the cause of action has accrued.
Miscellaneous.
Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
Assignment. Licensee may not assign this Agreement or its rights or obligations under this Agreement to any person or party, whether by operation of law or otherwise, without Wallaroo Labs’ prior consent (at Wallaroo Labs’ sole discretion). Any attempt by Licensee to assign this Agreement without Wallaroo Labs’ prior consent, where such consent is required, shall be null and void. Subject to the foregoing conditions, this Agreement shall be binding upon and inure to the benefit of each party and its respective successors and assigns. There are no intended third party beneficiaries of this Agreement.
Governing Law.  This Agreement shall be governed by the laws of the State of New York, without regard to the conflict of laws provisions thereof. In no event shall either the United Nations Convention on Contracts for the International Sale of Goods or any adopted version of the Uniform Computer Information Transactions Act apply to, or govern, this Agreement. In the event either party initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in New York, New York.  The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.
Notices. Unless otherwise agreed to by the parties, any notice, authorization, or consent (“Notice) required or permitted to be given or delivered under this Agreement shall be sent via email to Licensee.  Notice shall be deemed to have been received Licensee, and shall be effective one (1) business day after being sent electronically with a confirmed delivery receipt.  
Force Majeure. Neither party will be liable to the other by reason of any failure in performance of this Agreement if the failure arises out of the unavailability of communications, facilities or energy sources, acts of God, acts of the other party, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorism, war, or any causes beyond the reasonable control of that party.
Entire Agreement. This Agreement together with the Azure Freemium License comprise the entire agreement between the parties regarding the subject matter hereof and supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement.  This Agreement may be amended or modified  by Wallaroo Labs at any time, and by continuing to use the Services after being notified of a change to this Agreement, Licensee agrees to be bound by the terms of the new Agreement. Wallaroo Labs’ acceptance of any document submitted by Licensee to Wallaroo Labs shall not be construed as an acceptance of provisions which are in any way in conflict or inconsistent with, or in addition to, this Agreement, unless such terms are separately and specifically accepted in writing by an authorized representative of Wallaroo Labs.
Responsible AI. Wallaroo Labs has published six responsible artificial intelligence (AI) principles to guide how Wallaroo Labs develops and deploys AI technology. We believe that AI technology brings important societal benefits, but also the potential for misuse. We further recognize that new laws and regulations will take time to evolve, and they are not a substitute for the responsibility that needs to be exercised by technology companies such as Wallaroo Labs and its valued network of partners.
Scope of this Pledge
AI is not one universal technology, but rather an umbrella term that includes multiple technologies, including methods that perform computer-based perception, learning, reasoning, and natural language analysis. The technologies can be used separately or combined to yield systems that perceive, classify, recommend, predict, guide, or otherwise reason or act in an automated manner. Examples of AI technologies include computer vision, speech recognition, and natural language processing.  
Wallaroo Labs Responsible AI Principles
Wallaroo Labs has adopted the following six principles to guide our development and deployment of AI technology:
Fairness.  AI systems should treat everyone fairly and avoid affecting similarly situated groups of people in different ways.

Reliability and Safety.  AI systems should operate reliably, safely, and consistently under normal circumstances and in unexpected conditions. These systems should be able to operate as they were originally designed, respond safely to unanticipated conditions, and resist harmful manipulation. AI systems must be verified to be behaving as intended under actual operating conditions.

Privacy and Security.  AI systems must comply with privacy laws that require transparency about the collection, use, and storage of data and mandate that consumers have appropriate controls to choose how their data is used.

Inclusiveness.  AI systems must incorporate and address a broad range of human needs and experiences and be developed utilizing inclusive design practices.

Transparency.  AI systems must be understandable.  Stakeholders must comprehend how and why AI systems function. People who design and deploy AI systems must be able to provide a useful explanation of the AI systems’ behavior to people whose lives the systems affect. The users of AI systems should be honest and forthcoming about when, why, and how they choose to deploy them.

Accountability.  The designers and users of AI systems must be accountable for how their systems operate. AI systems must not be the final authority on any decisions that impact people’s lives and humans must maintain meaningful control over otherwise highly autonomous AI systems. 
The societal implications of AI and the responsibility of organizations to anticipate and mitigate unintended consequences of AI technology are significant. Considering this responsibility, organizations are finding the need to create internal policies and practices to guide their AI efforts, whether they are deploying third-party AI solutions or developing their own. We recognize that as organizations and as a society, our steps towards responsible AI will need to continually evolve.
Partner Commitment
As a valued Wallaroo Labs’ Partner, your organization plays an essential role in AI technology in a way that is responsible and ethical. Your organization is committed to:
upholding the Wallaroo Labs’ Responsible AI Principles when developing and deploying AI technology;
developing appropriate policies, processes and tools to implement the Wallaroo Labs’ Responsible AI Principles; and
engaging in an ongoing discussion with Wallaroo Labs as to the evolution of the Wallaroo Labs’ Responsible AI Principles. This includes reviewing and utilizing resources Wallaroo Labs’ makes publicly available through its AI website, including responsible AI training and AI business school learnings modules.
This pledge is not intended to replace, supersede or conflict with any applicable law, regulation or contractual obligation with Wallaroo Labs.