Master Services Agreement
This WeightsHub Master Services Agreement ("Agreement") is made between EasyLLM, Inc., a Delaware corporation having its principal place of business at 1007 N Orange St. 4th Floor Suite #1653, Wilmington, DE 19801 ("EasyLLM"), and User or Creator (defined below) and governs the use of the WeightsHub Platform (defined below).

"User" means a person or entity that accepts and agrees to the terms of this Agreement as of the earlier date ("Effective Date") where such person or entity either clicks a box indicating acceptance of this Agreement or uses the WeightsHub Platform.

"Creator" means an individual or company that adds their models to the WeightsHub Platform.

"Beta User" means a User that EasyLLM provides early access to new features and capabilities of the WeightsHub Platform for testing and feedback purposes.

EasyLLM reserves the right to modify or update this Agreement in its sole discretion, the effective date of such updates and/or modifications will be the earlier of: (i) 30 days from the date of such update or modification; or (ii) User's or Creator's continued use of the WeightsHub Platform.

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE WEIGHTS HUB PLATFORM. THE WEIGHTSHUB PLATFORM IS INTENDED FOR USERS AND CREATORS ONLY AND IS NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE. IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT.

1. Definitions.
a. "Model" means any AI model added to the WeightsHub Platform by a Creator.

b. "Confidential Information" means any information of a confidential or proprietary nature provided by a party to the other party, which includes any information that should be reasonably understood as confidential under the circumstances, including the terms of this Agreement. Confidential Information does not include information that: (A) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed; (B) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (C) is independently developed by Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (D) is obtained by Receiving Party without restrictions on use or disclosure from a third party.

c. "Customer Data" means any data, information, content, or other materials transferred to EasyLLM via the WeightsHub Platform by User and/or Creator.

d. "Documentation" means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the WeightsHub Platform, as may be provided or made available by EasyLLM, whether in written or electronic form, including all modifications and updates thereto.

e. "Malicious Code" means any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms that would: (i) cause the WeightsHub Platform to cease functioning; (ii) damage or corrupt any EasyLLM owned or controlled data, programs, equipment, systems, servers or communications; or (iii) interfere with the operations of the WeightsHub Platform (e.g., Trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, or drop dead or trap door devices).

f. "WeightsHub Platform" or "Platform" means EasyLLM's proprietary platform where Creators can add their custom models and Users can use these models via UI or API.

g. "Prohibited Content" means content that: (i) is illegal under any applicable law; (ii) violates any third-party rights including, but not limited to, privacy, intellectual property rights and trade secrets; (iii) contains false, misleading, or deceptive statements, depictions, or practices; (iv) contains Malicious Code; or (v) is otherwise objectionable to EasyLLM in its sole, but reasonable, discretion.

h. "Service" means the WeightsHub Platform and Documentation.

i. "Subscription Term" is the length of the subscription specified at the time of purchase.

j. "Taxes" means any and all customs, duties, national and local sales, use, or value added taxes, goods and services tax, consumption tax, withholding tax, or similar charges, federal, state or otherwise, including penalties and interest however designated, which are levied or imposed by any governmental entity.

k. "Updates" means any corrections, fixes, patches, workarounds, and minor modifications for and to the WeightsHub Platform that EasyLLM provides in connection with this Agreement.

l. "Platform Assets" means the WeightsHub Platform and Documentation.

2. Licensing and Limitations on Usage

a) Subject to the conditions of this Agreement, EasyLLM grants the User a limited, non-exclusive, non-sublicensable, and non-transferrable license for the Subscription Term to use the WeightsHub Platform and Documentation for User's internal business operations.

b) Limitations on the WeightsHub Platform - The User agrees not to (and not allow any third party to): (i) distribute any EasyLLM issued access credentials to any third party; (ii) reverse engineer, decompile, disassemble, or in any other way attempt to uncover the source code or interface protocols of the WeightsHub Platform; (iii) alter, adapt, or translate the WeightsHub Platform or remove or modify any proprietary markings or restrictive legends placed on or within the Platform Assets; (iv) use the Platform Assets in breach of any applicable law; (v) introduce any Malicious Code into the WeightsHub Platform; or (vi) exploit the WeightsHub Platform in an unauthorized manner, for example, by circumventing any process EasyLLM has implemented to safeguard the Platform, or by deploying bots or crawlers that may negatively affect server or network capacity or Platform infrastructure (together, (i) through (vi) the "Limitations"). These Limitations will not apply where prohibited by applicable law.

c) Free Credits - EasyLLM may provide free credits to Users to use the WeightsHub Platform. The amount and terms of the free credits will be determined by EasyLLM in its sole discretion.

d) Beta Features - EasyLLM may provide Beta Users early access to new features and capabilities of the WeightsHub Platform for testing and feedback purposes ("Beta Features"). EasyLLM does not guarantee the inclusion of Beta Features in any future versions of the Platform Assets. Beta Users are under no obligation to use Beta Features. EasyLLM reserves the right to remove Beta Features immediately and without notice for any reason, without incurring liability to the Beta User. Notwithstanding anything else in this Agreement, EasyLLM does not provide Support for Beta Features. For the avoidance of doubt, all Beta Features are provided "AS IS" without any warranty.

3. Obligations of the WeightsHub Platform

a. Provision of WeightsHub Platform - EasyLLM will deliver the WeightsHub Platform in accordance with this Agreement and applicable Documentation. EasyLLM will be responsible for hosting the Platform.

b. Platform Upgrades - EasyLLM reserves the right to periodically upgrade the Platform Assets throughout the Subscription Term.

4. User and Creator Obligations

a. Internet Access - The User and Creator are responsible for securing the necessary Internet connections needed to access the WeightsHub Platform.

b. Platform Upgrades - The User and Creator are responsible for adapting to upgrades and implementing any recommended steps associated with these updates. Failure to do so may adversely affect the performance of the WeightsHub Platform.

c. User Data - EasyLLM may collect and analyze data and other information related to the provision, use, and performance of the WeightsHub Platform ("User Data"), strictly for internal purposes to improve and enhance the Platform. EasyLLM may disclose insights derived from User Data, but all User Data in such disclosure will be anonymized and aggregated, will not identify the User or Creator, and will not be disclosed in a way that would allow a third party to determine the User's or Creator's identity.

d. Export Compliance - The Platform Assets are subject to export control laws and regulations. The User and Creator may not access or use the Platform Assets or any underlying information or technology except in full compliance with all applicable United States export control laws. Neither the Platform Assets nor any underlying information or technology may be accessed or used: (i) by any individual or entity in any country to which the United States has embargoed goods; or (ii) by anyone on the U.S. Treasury Department's list of specially designated nationals or the U.S. Commerce Department's list of prohibited countries or debarred or denied persons or entities.

e. Creator Obligations - By adding an model to the WeightsHub Platform, Creator grants EasyLLM a worldwide, nonexclusive license to use, store, copy, translate, display, modify, and distribute all or any part of the model to enable the model within the Platform. Creator represents and warrants that the model does not produce Prohibited Content. Once an model is added to the Platform, it can not be removed to ensure availability to Users at all times, unless it is violating any Platform rules or regulatory requirements. EasyLLM reserves the right to remove any model for any reason, including changes in regulatory requirements. Platform rules for models may change and will be informed to creators. EasyLLM will verify each model before adding it to the Platform to ensure it is safe and complies with Platform rules. EasyLLM is not responsible for any regulatory actions, legal proceedings, or disputes related to an model or its outputs. EasyLLM may modify or remove any details provided about an model. Creator balances will be added to Creator accounts on a monthly basis. EasyLLM may revert any incorrect payouts or balance calculations. EasyLLM uses a third-party payment provider for Creator payouts.

f. Obligations of Platform Users - Users of the WeightsHub Platform agree to refrain from engaging in any unlawful, damaging, or improper conduct. Prohibited activities include infringing on others' rights, copying or modifying the platform, attempting to access or decompile the source code, misrepresenting AI-generated output as human-created, interfering with the platform's functioning or limits, or extracting data to develop competing models.

g. Content Rights and Responsibilities - Platform users may submit input and receive AI-generated output based on that input (collectively "Content"). Users are solely responsible for ensuring their Content complies with applicable laws and these Terms. By submitting input, users represent they have all necessary rights and permissions. As between the user and EasyLLM, the user retains ownership of their input and is assigned ownership rights to the output, to the extent permitted by law. However, due to the nature of AI, output may be similar to that received by other users. EasyLLM's rights assignment applies only to the individual user's output. Users acknowledge that AI output may not always accurately reflect reality. EasyLLM is not liable for claims made by Creators regarding their models. To monitor for restricted usage, EasyLLM may check Content with moderation AI models but does not store any user Content.

5. Charges

a. Subscription Payments - All payment responsibilities are non-cancelable, with fees being based on the WeightsHub Platform subscription purchased, not on actual usage and are non-refundable.

b. Credits - All credits purchased are non-refundable and non-transferable. Credits expire 24 months after purchase.

c. Pricing and Payment Processing - Unless otherwise agreed upon, charges and limitations for the WeightsHub Platform will be based on EasyLLM's current pricing. For purchases requiring payment by credit card, EasyLLM utilizes a third-party credit card processing service. The User consents to this service and to the transfer of the User's credit card details to the third-party processor for transaction purposes. The User also agrees to abide by any separate terms applicable to the processing service. The User's credit card will automatically be charged for the Platform at the end of each billing cycle. Subscriptions will auto-renew for additional periods of the same duration as the expiring term. If the User does not wish to auto-renew, a support request must be submitted at least three (3) days before the expiration of the current term. EasyLLM reserves the right to provide notice of non-renewal at least fifteen (15) days before the end of any subscription term.

6. Term & Termination

a. Term - The "Term" of the Agreement begins on the Effective Date and will continue so long as there is an active Subscription Term, or until earlier termination per Section 6(b).

b. Termination - Either party can terminate this Agreement: (i) upon thirty (30) days' notice to the other party if the other party materially breaches this Agreement and such breach remains uncured at the end of such thirty (30) day period; or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.

c. Effect of Termination - Upon termination or expiration of this Agreement for any reason, EasyLLM will, upon written request and within 30 days of such request, delete all Customer Data processed on behalf of the User or Creator during the Subscription Term.

d. Survival - The following provisions will survive any expiration or termination of the Agreement: Sections 7 (Confidentiality), 8 (Ownership), 10 (Limitation on Liability), and 11 (Miscellaneous, as applicable).

7. Confidentiality

a. Each party that receives ("Receiving Party") Confidential Information of the other party ("Disclosing Party") will protect and preserve such Confidential Information as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use or disclose the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement.

b. Receiving Party may disclose, distribute, or disseminate Disclosing Party's Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors, or agents (its "Representatives"), provided Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives.

c. A Receiving Party will not violate its confidentiality obligations if it discloses Disclosing Party's Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

d. Each party acknowledges that any violation or threatened violation of this Section 7 may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.

8. Proprietary Rights

a. EasyLLM Property - As between the parties, EasyLLM owns and retains all rights, title, and interest in and to the Platform Assets and Feedback. This Agreement does not transfer any other rights to the User or Creator from EasyLLM.

b. User and Creator Property - As between the parties, the User and Creator own and retain all rights, title, and interest in and to their respective Customer Data. Except for the licenses granted to EasyLLM in Section 4(e), the User and Creator do not transfer any other rights to EasyLLM by means of this Agreement or otherwise.

c. Feedback - The User and Creator may offer EasyLLM comments, suggestions, and recommendations regarding the Platform Assets (including potential modifications, enhancements, improvements, and other changes) (collectively, "Feedback"). EasyLLM has the discretion to use and exploit such Feedback freely, without any obligation to the User or Creator

9. Dispute Resolution

a. Governing Law - This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

b. Informal Dispute Resolution - In the event of any controversy or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through informal negotiation and discussion. Either party may initiate this process by providing written notice to the other party outlining the nature of the dispute and the desired resolution.

c. Mediation - If the dispute cannot be resolved through informal negotiation within thirty (30) days of the initial notice, either party may submit the dispute to mediation. The parties shall mutually agree upon a mediator and share equally in the costs of the mediation. If the parties cannot agree on a mediator, each party shall select a mediator, and those mediators shall jointly select a third mediator who shall mediate the dispute.

d. Arbitration - If the dispute is not resolved through mediation within sixty (60) days of submission to mediation, the dispute shall be resolved by binding arbitration conducted in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties. If the parties cannot agree on an arbitrator, each party shall select an arbitrator, and those arbitrators shall jointly select a third arbitrator who shall conduct the arbitration. The arbitration shall be held in Wilmington, Delaware, and the decision of the arbitrator shall be final and binding on the parties.

e. Injunctive Relief - Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or enforce the confidentiality provisions of this Agreement.

10. Limitation of Liability

a. Limitation of Liability - In no event shall EasyLLM, its affiliates, officers, directors, employees, agents, or licensors be liable to User, Creator, or any third party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to damages for lost profits, loss of data, or costs of procurement of substitute goods or services, arising out of or in connection with this Agreement, the use or inability to use the WeightsHub Platform, or any content or services provided by EasyLLM, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, even if EasyLLM has been advised of the possibility of such damages.

b. Cap on Liability - In no event shall EasyLLM's total liability to User, Creator, or any third party arising out of or in connection with this Agreement, the use or inability to use the WeightsHub Platform, or any content or services provided by EasyLLM exceed the amounts paid by User or Creator to EasyLLM under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

c. Basis of the Bargain - The limitations of liability set forth in this section are fundamental elements of the basis of the bargain between EasyLLM and User and Creator, and EasyLLM would not be able to provide the WeightsHub Platform without such limitations.

Last updated on Mar 15 2024.