Shunya Labs Custom Model RAIL-M License

CUSTOM MODEL LICENSE AGREEMENT

This Custom Model RAIL-M License ("License") is entered into between Shunya Labs Inc. ("Licensor") and the entity identified in the accompanying commercial agreement ("Licensee" or "You"). This License governs Your use of custom-developed AI models, fine-tuned systems, and bespoke artifacts created specifically for Your organization.

Terms and Conditions for Use, Reproduction, and Distribution

1. Definitions

• 1.1. "License" shall mean the terms and conditions for use, reproduction, and distribution as defined by this document.
• 1.2. "Licensor" shall mean Shunya Labs Inc., the developer and owner of the Custom Model.
• 1.3. "Licensee" (or "You" or "Your") shall mean the specific Legal Entity identified in the Commercial Agreement who has paid for the development and/or licensing of the Custom Model.
• 1.4. "Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
• 1.5. "Authorized Users" shall mean employees, contractors, and consultants of Licensee who: (a) have a legitimate business need to access the Custom Model; (b) are bound by confidentiality obligations no less restrictive than those in this License; and (c) have been registered with Licensor if required under the Commercial Agreement.
• 1.6. "Custom Model" shall mean the proprietary AI model, including all weights, parameters, algorithms, fine-tuned layers, training data derivatives, and associated software, that has been specifically developed, customized, or fine-tuned by Licensor for Licensee pursuant to a Commercial Agreement. Custom Models include but are not limited to:
  • 1.6.1. Bespoke Large Language Models (LLMs)
  • 1.6.2. Domain-specific ASR/STT models
  • 1.6.3. Custom TTS voices and synthesis models
  • 1.6.4. Specialized NER and classification models
  • 1.6.5. Custom audio enhancement pipelines
  • 1.6.6. Speaker identification and diarization systems trained on client data
• 1.7. "Commercial Agreement" shall mean the separate written agreement between Licensor and Licensee that specifies: (a) the Custom Model being licensed; (b) fees and payment terms; (c) usage limits or quotas; (d) term and renewal; and (e) any additional terms specific to the deployment.
• 1.8. "Artifact" shall mean the Custom Model and all accompanying documentation, APIs, integration code, and support materials delivered by Licensor.
• 1.9. "Output" shall mean the results generated by operating the Custom Model, including but not limited to transcriptions, translations, synthesized audio, text generations, classifications, predictions, and metadata.
• 1.10. "Personal Data" shall mean any information relating to an identified or identifiable natural person as defined under applicable data protection laws including GDPR, CCPA, and DPDPA.
• 1.11. "Confidential Information" shall mean the Custom Model itself (including architecture, weights, parameters, training methodologies), all technical documentation, performance benchmarks, and any information marked as confidential or that would reasonably be understood to be confidential.
• 1.12. "Internal Use" shall mean use of the Custom Model solely within Licensee's own business operations, by Authorized Users, for the specific use cases defined in the Commercial Agreement. Internal Use expressly excludes:
  • 1.12.1. Providing access to affiliates, subsidiaries, or parent companies (unless specifically licensed)
  • 1.12.2. Offering the Custom Model as a service to third parties
  • 1.12.3. Embedding the Custom Model in products sold or distributed to customers
  • 1.12.4. Any use that allows third parties to benefit from the Custom Model's capabilities
• 1.13. "Deployment Environment" shall mean the specific technical infrastructure (on-premises servers, cloud instances, edge devices) authorized under the Commercial Agreement where the Custom Model may be installed and executed.

2. Grant of License

Subject to the terms of this License and the Commercial Agreement:

• 2.1. Limited License Grant

  Licensor grants to Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license to:

  • 2.1.1. Install and execute the Custom Model in the authorized Deployment Environment;
  • 2.1.2. Use the Custom Model for Internal Use only, as defined in Section 1.12;
  • 2.1.3. Generate Output using the Custom Model in accordance with the usage quotas specified in the Commercial Agreement;
  • 2.1.4. Access technical documentation and support materials provided with the Custom Model.
• 2.2. Scope Limitations

  This license is strictly limited to:

  • 2.2.1. The specific Custom Model version(s) identified in the Commercial Agreement
  • 2.2.2. The authorized number of Authorized Users or concurrent instances
  • 2.2.3. The geographic regions specified in the Commercial Agreement (if any)
  • 2.2.4. The use cases and deployment scenarios explicitly approved in writing by Licensor
• 2.3. Reservation of Rights

  All rights not expressly granted herein are reserved by Licensor. Licensor retains all ownership, title, and intellectual property rights in and to the Custom Model, including all improvements, modifications, and derivatives created by Licensor.

3. Prohibited Activities

You are expressly prohibited from:

• 3.1. Distribution and Sharing

  Distributing, sharing, sublicensing, selling, leasing, or otherwise providing access to the Custom Model to any third party, including:

  • 3.1.1. Affiliates, subsidiaries, or parent companies (unless separately licensed)
  • 3.1.2. Customers, partners, or contractors who are not Authorized Users
  • 3.1.3. Making the Custom Model available via API, web service, or any access mechanism to external parties
• 3.2. Reverse Engineering
  • 3.2.1. Reverse engineering, decompiling, disassembling, or attempting to derive the source code, architecture, weights, or training data of the Custom Model
  • 3.2.2. Using the Custom Model to train, improve, or develop competing models
  • 3.2.3. Extracting knowledge distillation or creating derivative models based on the Custom Model's outputs
• 3.3. Modification and Derivatives
  • 3.3.1. Modifying, adapting, fine-tuning, or creating derivative works of the Custom Model without express written permission from Licensor
  • 3.3.2. Merging or combining the Custom Model with other models or systems in a manner that would compromise Licensor's intellectual property
• 3.4. Unauthorized Deployment
  • 3.4.1. Deploying the Custom Model outside the authorized Deployment Environment
  • 3.4.2. Exceeding the usage quotas, user limits, or transaction volumes specified in the Commercial Agreement
  • 3.4.3. Using the Custom Model for any purpose not explicitly authorized in the Commercial Agreement
• 3.5. Competitive Use
  • 3.5.1. Using the Custom Model to provide services competitive with Shunya Labs' offerings
  • 3.5.2. Benchmarking the Custom Model against other models for public comparison without written consent
  • 3.5.3. Using insights gained from the Custom Model to develop competing products or services
• 3.6. Unauthorized Transfer

  Transferring this License or the Custom Model to any third party, including in connection with a merger, acquisition, or asset sale, without prior written consent from Licensor

4. Use-Based Restrictions

In addition to the prohibitions in Section 3, You must comply with all restrictions set forth in Attachment A (Prohibited Uses). These restrictions apply regardless of whether the use is Internal Use or otherwise. Violation of any restriction in Attachment A constitutes material breach and grounds for immediate termination.

5. Voice Cloning and Biometric Data Requirements

If the Custom Model includes Text-to-Speech (TTS), Voice Conversion, Speaker Identification, or Diarization capabilities:

• 5.1. Consent Mandate

  You shall not use the Custom Model to:

  • 5.1.1. Clone, synthesize, or replicate any natural person's voice without their explicit, written, informed consent
  • 5.1.2. Identify speakers in audio recordings without appropriate legal basis (consent, legitimate interest, or legal obligation under applicable privacy laws)
  • 5.1.3. Process biometric voice data in violation of GDPR Article 9, BIPA (Illinois), or equivalent biometric privacy laws
• 5.2. Consent Documentation
  • 5.2.1. Pre-Processing Requirement: Before processing any individual's voice data for cloning or identification, You must obtain and maintain written consent documentation
  • 5.2.2. Consent Elements: Each consent must include:
    1. 5.2.2.1. Clear identity verification of the consenting individual
    2. 5.2.2.2. Specific description of how their voice data will be used
    3. 5.2.2.3. Duration of consent and retention period for voice data
    4. 5.2.2.4. Right to withdraw consent and procedure for doing so
    5. 5.2.2.5. Acknowledgment that synthetic voice outputs may be generated
  • 5.2.3. Retention: Consent records must be maintained for the longer of:
    1. 5.2.3.1. (i) five (5) years, OR
    2. 5.2.3.2. (ii) the period required by applicable law
  • 5.2.4. Audit Access: Upon request, You shall provide consent documentation to Licensor within ten (10) business days
• 5.3. Public Figures and Deceased Individuals
  • 5.3.1. Voice cloning of public figures (celebrities, politicians, public officials) requires legal authorization demonstrating:
    1. 5.3.1.1. Licensing from the individual or their authorized representatives, OR
    2. 5.3.1.2. Use falls within fair use/fair dealing (criticism, commentary, parody, education) AND Output is clearly labeled as AI-generated
  • 5.3.2. Voice cloning of deceased individuals requires authorization from the estate, legal heirs, or beneficiaries
• 5.4. Labeling Requirement

  All synthetic voice Output distributed beyond Licensee's organization must include clear, conspicuous disclosure that the audio is AI-generated, either:

  • 5.4.1. Through audio watermarking (if supported by the Custom Model), OR
  • 5.4.2. Through accompanying text/visual disclosure stating "This audio contains AI-generated voice synthesis"

6. Data Protection and Privacy

• 6.1. Data Processing Role

  Where the Custom Model processes Personal Data:

  • 6.1.1. Licensee acts as the Data Controller and Licensor acts as Data Processor (or equivalent under applicable law)
  • 6.1.2. A separate Data Processing Agreement (DPA) may be required and shall be incorporated by reference if executed
• 6.2. Licensee Obligations

  You shall:

  • 6.2.1. Process Personal Data only for lawful purposes with appropriate legal basis
  • 6.2.2. Implement appropriate technical and organizational measures to protect Personal Data, including:
    • 6.2.2.1. Encryption of data at rest and in transit
    • 6.2.2.2. Access controls limiting Custom Model access to Authorized Users
    • 6.2.2.3. Audit logging of all Custom Model usage
    • 6.2.2.4. Incident response procedures for data breaches
  • 6.2.3. Comply with all applicable data protection laws including GDPR, CCPA, PIPEDA, and India DPDPA
  • 6.2.4. Respect data subject rights (access, rectification, erasure, portability, objection)
  • 6.2.5. Notify Licensor within 24 hours of any data breach involving the Custom Model
• 6.3. Data Residency and Transfer

  If the Commercial Agreement specifies data residency requirements:

  • 6.3.1. You shall not transfer Personal Data processed by the Custom Model outside authorized geographic regions
  • 6.3.2. Any cross-border data transfers must comply with applicable mechanisms (Standard Contractual Clauses, adequacy decisions, etc.)
• 6.4. Training Data Prohibition
  • 6.4.1. You shall not use the Custom Model's Output or any data processed by the Custom Model to train, improve, or develop other AI models without express written permission from Licensor.

7. Confidentiality

• 7.1. Confidential Information

  You acknowledge that the Custom Model constitutes Confidential Information and trade secrets of Licensor. You agree to:

  • 7.1.1. Maintain the confidentiality of the Custom Model using at least the same degree of care as You use for Your own confidential information, but no less than reasonable care
  • 7.1.2. Not disclose the Custom Model or any technical details about it to any third party
  • 7.1.3. Restrict access to the Custom Model to Authorized Users on a need-to-know basis
  • 7.1.4. Not publish benchmarks, performance metrics, or technical evaluations of the Custom Model without prior written consent
• 7.2. Security Measures

  You shall implement and maintain:

  • 7.2.1. Physical security controls preventing unauthorized physical access to systems containing the Custom Model
  • 7.2.2. Logical access controls (authentication, authorization, audit logging)
  • 7.2.3. Network security measures (firewalls, intrusion detection, encryption)
  • 7.2.4. Secure backup and disaster recovery procedures
  • 7.2.5. Employee/contractor training on handling Confidential Information
• 7.3. Disclosure Exceptions

  Confidentiality obligations do not apply to information that:

  • 7.3.1. Was publicly known prior to disclosure by Licensor
  • 7.3.2. Becomes publicly known through no breach by Licensee
  • 7.3.3. Was rightfully in Licensee's possession prior to disclosure
  • 7.3.4. Is independently developed by Licensee without use of Confidential Information
  • 7.3.5. Must be disclosed pursuant to law or court order (with prior notice to Licensor if legally permissible)

8. Output Ownership and Usage

• 8.1. Output Rights

  Except as set forth herein, Licensor claims no ownership rights in Output You generate using the Custom Model, subject to the following conditions:

  • 8.1.1. Output Restrictions

    You are fully responsible and liable for all Output generated using the Custom Model. You shall ensure that:

    • 8.1.1.1. Output does not violate any third-party intellectual property rights
    • 8.1.1.2. Output complies with all applicable laws and regulations
    • 8.1.1.3. Output does not contravene any provision of this License or Attachment A
    • 8.1.1.4. Output used publicly or shared with third parties includes appropriate attribution (see Section 9)
• 8.2. Quality Assurance

  For high-stakes use cases (medical, legal, financial, safety-critical), You shall:

  • 8.2.1. Implement human review procedures for Output before it is acted upon
  • 8.2.2. Clearly label Output as machine-generated where required by law or industry standards
  • 8.2.3. Maintain audit trails of Output generation and review processes

9. Attribution and Branding

• 9.1. Attribution Requirement

  Where technically and commercially feasible, You should provide attribution to Shunya Labs:

  • 9.1.1. Internal Use: No attribution required for purely internal Output
  • 9.1.2. External Distribution: If Output is shared with customers, partners, or the public, include: "Powered by Shunya Labs AI (https://shunyalabs.ai)" in documentation, terms of service, or user interfaces
• 9.2. Trademark Usage

  You may use Shunya Labs trademarks only as required for attribution in Section 9.1. You shall not:

  • 9.2.1. Use Shunya Labs trademarks in a manner suggesting endorsement of Your products/services
  • 9.2.2. Register domain names, social media handles, or trademarks confusingly similar to Shunya Labs marks
  • 9.2.3. Modify or alter Shunya Labs logos or trademarks

10. Commercial Terms and Payment

• 10.1. Fees

  All fees, payment terms, and invoicing procedures are specified in the Commercial Agreement. Use of the Custom Model is contingent upon timely payment.

• 10.2. Usage Quotas

  If the Commercial Agreement specifies usage quotas (e.g., hours of audio processing, API calls, transactions):

  • 10.2.1. You shall implement usage tracking and monitoring
  • 10.2.2. Exceeding quotas requires either: (i) upgrade to a higher-tier license, OR (ii) overage fees as specified in the Commercial Agreement
  • 10.2.3. Licensor reserves the right to suspend access if quotas are materially exceeded without authorization
• 10.3. Renewal and Pricing
  • 10.3.1. License terms and renewal procedures are specified in the Commercial Agreement.
  • 10.3.2. Licensor reserves the right to adjust pricing upon renewal with sixty (60) days' notice.
  • 10.3.3. Failure to renew results in termination of this License and all access to the Custom Model.

11. Support and Maintenance

• 11.1. Support Services

  Support levels (if any) are specified in the Commercial Agreement and may include:

  • 11.1.1. Technical support (email, phone, ticketing system)
  • 11.1.2. Bug fixes and security patches
  • 11.1.3. Model performance optimization
  • 11.1.4. Integration assistance
• 11.2. Updates and Upgrades
  • 11.2.1. Updates: Minor updates, bug fixes, and security patches are included within the license term
  • 11.2.2. Upgrades: Major version upgrades or new Custom Model variants may require separate licensing or upgrade fees
  • 11.2.3. Licensor will notify You of available updates and recommended deployment schedules
• 11.3. Service Level Agreements (SLAs)

  If the Commercial Agreement includes SLAs, they shall be incorporated by reference. In the absence of specific SLAs, the Custom Model is provided on an "AS IS" basis (see Section 13).

12. Audit Rights

• 12.1. Audit Procedures

  Licensor may audit Your compliance with this License upon reasonable notice:

  • 12.1.1. Frequency: No more than once per calendar year, unless breach is suspected
  • 12.1.2. Notice: Thirty (30) days' written notice specifying scope and timing
  • 12.1.3. Timing: During normal business hours to minimize disruption
  • 12.1.4. Scope: Access to usage logs, consent documentation (for voice cloning), deployment configurations, and user access records
• 12.2. Audit Cooperation

  You shall:

  • 12.2.1. Provide requested information within thirty (30) days of request
  • 12.2.2. Grant Licensor (or its authorized auditors) reasonable access to systems and documentation
  • 12.2.3. Cooperate in good faith with audit procedures
• 12.3. Remediation

  If an audit reveals non-compliance:

  • 12.3.1. You shall cure the non-compliance within thirty (30) days (or ten (10) days for payment/quota issues)
  • 12.3.2. If non-compliance involves material underpayment (>10% of fees owed), You shall reimburse Licensor for audit costs
  • 12.3.3. Material non-compliance may result in immediate termination (see Section 14)
• 12.4. Confidentiality

  Licensor shall treat all audit information as confidential and use it solely for compliance verification purposes.

13. Disclaimer of Warranties

• 13.1. "AS IS" Provision

  EXCEPT AS EXPRESSLY SET FORTH IN THE COMMERCIAL AGREEMENT, THE CUSTOM MODEL IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LICENSOR MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:

  • 13.1.1. Merchantability or fitness for a particular purpose
  • 13.1.2. Accuracy, completeness, or reliability of Output
  • 13.1.3. Uninterrupted or error-free operation
  • 13.1.4. Security or that the Custom Model is free from vulnerabilities or malicious code
  • 13.1.5. Non-infringement of third-party rights
  • 13.1.6. Compliance with any specific regulatory requirements (e.g., FDA, HIPAA, SOC 2)
• 13.2. Output Accuracy

  You acknowledge that:

  • 13.2.1. AI models are probabilistic and may produce incorrect, biased, or nonsensical Output
  • 13.2.2. Output should not be relied upon without appropriate validation and human oversight
  • 13.2.3. Licensor is not responsible for decisions made based on Output
• 13.3. Regulatory Compliance

  If You use the Custom Model in regulated industries (healthcare, finance, legal):

  • 13.3.1. You are solely responsible for ensuring compliance with applicable regulations (HIPAA, GDPR, SEC, FDA, etc.)
  • 13.3.2. Licensor makes no representation that the Custom Model meets regulatory requirements
  • 13.3.3. You shall implement all necessary safeguards, validations, and human oversight

14. Limitation of Liability

• 14.1. Consequential Damages Waiver

  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR:

  • 14.1.1. Indirect, incidental, special, punitive, or consequential damages
  • 14.1.2. Loss of profits, revenue, data, or business opportunities
  • 14.1.3. Cost of procurement of substitute goods or services
  • 14.1.4. Business interruption or system downtime

  ARISING OUT OF OR RELATED TO THIS LICENSE OR USE OF THE CUSTOM MODEL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

• 14.2. Liability Cap

  LICENSOR'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS LICENSE SHALL NOT EXCEED THE FEES PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

• 14.3. Exceptions

  The limitations in this Section 14 do not apply to:

  • 14.3.1. Licensee's breach of confidentiality obligations (Section 7)
  • 14.3.2. Licensee's infringement of Licensor's intellectual property rights
  • 14.3.3. Licensee's indemnification obligations (Section 15)
  • 14.3.4. Liability that cannot be excluded under applicable law (e.g., gross negligence, willful misconduct)

15. Indemnification

• 15.1. Licensee Indemnification

  You agree to indemnify, defend, and hold harmless Licensor, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

  • 15.1.1. Your use or misuse of the Custom Model
  • 15.1.2. Your violation of this License or the Commercial Agreement
  • 15.1.3. Your violation of applicable laws or regulations
  • 15.1.4. Output You generate and distribute to third parties
  • 15.1.5. Your infringement of third-party intellectual property, privacy, or other rights
  • 15.1.6. Claims by Your employees, contractors, customers, or other third parties related to the Custom Model
  • 15.1.7. Your breach of confidentiality obligations
• 15.2. Indemnification Procedures

  Licensor shall:

  • 15.2.1. Promptly notify You of any claim subject to indemnification
  • 15.2.2. Cooperate reasonably with You in the defense
  • 15.2.3. Grant You sole control over defense and settlement (provided settlement does not impose obligations on Licensor or admit fault without Licensor's consent)

16. Term and Termination

• 16.1. Term

  This License commences on the Effective Date specified in the Commercial Agreement and continues for the Initial Term specified therein, unless earlier terminated under this Section 16.

• 16.2. Termination for Convenience

  Either party may terminate this License:

  • 16.2.1. Upon expiration of the then-current term by providing written notice per the Commercial Agreement's renewal terms
  • 16.2.2. By mutual written agreement
• 16.3. Termination for Breach

  Licensor may terminate this License immediately upon written notice if Licensee:

  • 16.3.1. Breaches Section 3 (Prohibited Activities), Section 5 (Voice Cloning), Section 7 (Confidentiality), or Attachment A (Prohibited Uses)
  • 16.3.2. Fails to pay fees within ten (10) days of written notice of non-payment
  • 16.3.3. Exceeds usage quotas by more than 50% without authorization for more than thirty (30) days
  • 16.3.4. For other material breaches, Licensor shall provide thirty (30) days' written notice specifying the breach. If Licensee fails to cure within the cure period, Licensor may terminate immediately thereafter.
• 16.4. Termination by Licensee

  Licensee may terminate for Licensor's material breach by providing thirty (30) days' written notice specifying the breach. If Licensor fails to cure, Licensee may terminate and receive a pro-rata refund of prepaid fees.

• 16.5. Effect of Termination

  Upon termination or expiration:

  • 16.5.1. All licenses granted herein immediately terminate
  • 16.5.2. Licensee shall immediately cease all use of the Custom Model
  • 16.5.3. Licensee shall delete or destroy all copies of the Custom Model, including backups, within ten (10) business days
  • 16.5.4. Licensee shall certify in writing that all copies have been deleted
  • 16.5.5. Licensor may remotely disable access to the Custom Model
  • 16.5.6. Fees paid are non-refundable except as provided in Section 16.4
  • 16.5.7. Licensee may retain Output generated prior to termination, subject to ongoing compliance with Sections 4, 5, and Attachment A
• 16.6. Survival

  The following sections survive termination: 1 (Definitions), 3 (Prohibited Activities to the extent related to pre-termination use), 5 (Voice Cloning consent obligations), 6 (Data Protection), 7 (Confidentiality), 8 (Output Ownership), 13 (Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 16.5 (Effect of Termination), 16.6 (Survival), 17 (Governing Law), 19 (Export Control), and 20 (General Provisions).

17. Governing Law and Dispute Resolution

• 17.1. Governing Law

  This License shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles.

• 17.2. Jurisdiction

  Any disputes arising from this License shall be subject to the exclusive jurisdiction of the courts located in Wilmington, Delaware.

18. Data Protection Addendum

If the Custom Model processes Personal Data and a separate Data Processing Agreement (DPA) has been executed, the DPA is incorporated into this License by reference and shall take precedence over conflicting terms in Section 6.

19. Export Control and Sanctions Compliance

• 19.1. Export Control
  • 19.1.1. You shall comply with all applicable export control laws and regulations, including:
  • 19.1.2. Export controls of India, the United States (EAR, ITAR), and the European Union
  • 19.1.3. Sanctions programs administered by OFAC, UN, EU, and other authorities
• 19.2. Representations

  You represent and warrant that:

  • 19.2.1. You are not located in, or a national of, any country subject to comprehensive embargo (currently: Cuba, Iran, North Korea, Syria, Crimea region)
  • 19.2.2. You are not listed on any restricted party list (e.g., SDN List, Entity List, Denied Persons List)
  • 19.2.3. You will not use the Custom Model in violation of export controls or sanctions
• 19.3. Prohibited Destinations

  You shall not export, re-export, or transfer the Custom Model or any Output to prohibited destinations or parties without appropriate licenses.

20. General Provisions

• 20.1. Entire Agreement

  This License, together with the Commercial Agreement and any referenced DPA, constitutes the entire agreement between the parties regarding the Custom Model and supersedes all prior agreements, understandings, and communications.

• 20.2. Amendments

  This License may only be amended by written agreement signed by both parties. Licensor may update Attachment A (Prohibited Uses) upon thirty (30) days' notice to reflect evolving legal or ethical standards.

• 20.3. Severability

  If any provision is held unenforceable, it shall be reformed to the minimum extent necessary to make it enforceable, and all other provisions remain in full force and effect.

• 20.4. Waiver

  Failure to enforce any provision does not constitute a waiver of future enforcement. Waivers must be in writing and signed by the waiving party.

• 20.5. Assignment

  You may not assign or transfer this License without prior written consent from Licensor. Any attempted assignment in violation is void. Licensor may assign this License in connection with a merger, acquisition, or sale of substantially all assets.

• 20.6. Independent Contractors

  The parties are independent contractors. This License does not create a partnership, joint venture, employment, or agency relationship.

• 20.7. Force Majeure

  Neither party is liable for delays or failures due to causes beyond reasonable control (natural disasters, war, terrorism, pandemics, government actions, utility failures), provided the affected party notifies the other promptly and uses reasonable efforts to mitigate.

• 20.8. Notices

  All notices must be in writing and sent to the addresses in the Commercial Agreement via:

  1. 20.8.1. Email (with read receipt)
  2. 20.8.2. Registered mail or courier service
  3. 20.8.3. Notices are deemed received:
     1. 20.8.3.1. if by email, upon read receipt;
     2. 20.8.3.2. if by mail/courier, upon delivery or five (5) days after sending.
• 20.9. Publicity

  Neither party may use the other's name, logo, or trademarks in marketing materials without prior written consent, except that Licensor may list Licensee as a customer in general client lists unless Licensee opts out in writing.