End-User License Agreement (EULA)

Subject only to the terms of any written agreement between you and Ailytics Pte Ltd (“Ailytics”), you agree to be bound by the terms of this EULA in respect of your use or installation of any Ailytics software, including Ailyssa. If you do not agree to the terms of this EULA, you may not use or install any Ailytics software.

You assume full responsibility for the selection of the Ailytics software to achieve your desired results and for the installation of, the use of, and the results obtained from the software.

Ailytics software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The software product is licensed, not sold.

Ailytics grants you a non-exclusive licence to use the Ailytics software provided by Ailytics or an Ailytics-authorised reseller, solely during the Paid Term and subject to Clause 8. For the purposes of this EULA, the “Paid Term” means the period for which you have paid the applicable licence fees to Ailytics or an Ailytics-authorised reseller, unless Ailytics agrees otherwise in writing. The licence expires automatically at the end of the Paid Term without notice unless Ailytics agrees otherwise in writing.

Your licence fees are paid in consideration of the licence granted under this EULA for the applicable Paid Term. Ailytics does not provide refunds unless required by law in the relevant jurisdiction.

1. Data Collection and AI Training

Ailytics processes data collected or generated through the use of Ailytics software, including business contact information (such as name and business email addresses), video feeds, images, alerts and associated metadata (including timestamps and sensor data). Video feeds, images and associated metadata may contain personal data as defined in the Personal Data Protection Act 2012 (“PDPA”). For real-time safety monitoring, inference, alert generation and delivery of alerts or associated media to you through your use of Ailytics software, Ailytics acts as a data intermediary on your behalf and processes personal data provided by you on your documented instructions.

There may be instances where Ailytics manually selects a limited subset of images, short video clips and necessary associated metadata for AI model training, benchmarking, testing, or improvement purposes (the “Selected Training Data”). Where Ailytics does so, Ailytics acts as an organisation in its own right for those purposes. You are responsible for ensuring that your collection and disclosure of the relevant data to Ailytics are lawful and that affected individuals receive any notices, signage or induction information required by applicable law.

Customer data processed for real-time monitoring, including alerts, media files and associated metadata, will be retained only for as long as necessary to provide the services and no longer than the applicable Paid Term under the written agreement, unless a longer period is required by law. Upon expiry or termination, Ailytics will, at your election and subject to applicable law, return or securely delete that data; and any remaining data in our backups will be deleted within seven days. Should any customer data be selected by Ailytics to become Selected Training Data, such customer data will not be deleted to the extent permitted by and governed by any applicable data-processing clauses and law.

2. Software Restrictions

You shall not modify, translate, reverse engineer, or decompile any Ailytics software or any part thereof, or otherwise attempt to derive source code or create derivative works therefrom, except where explicitly allowed under applicable law for interoperability purposes.

You are not allowed to remove, alter, or destroy any proprietary, trademark, or copyright markings or notices placed upon or contained within any Ailytics software.

3. Disclaimer of Warranty

Ailytics makes no warranty (whether express or implied) that the functions of any Ailytics software will meet your requirements or that the operation of any Ailytics software will be uninterrupted, bug-free or error-free. You assume total responsibility for selecting any Ailytics software to achieve your intended results and for the use and the results obtained from any Ailytics software.

4. Indemnity

You shall indemnify and keep indemnified Ailytics, its directors, officers, employees and agents from and against all claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, costs, and expenses, including legal costs on a full indemnity basis, arising out of or in connection with: (a) any footage, images, audio, data, metadata, alerts or other content provided, submitted, made available or caused to be processed by you through any Ailytics software; (b) your breach of any applicable law or regulation, including the PDPA and any law relating to intellectual property or confidentiality; (c) your failure to provide any required notices, signage, privacy notices or consents required for collecting, using, disclosing or making available personal data to Ailytics; or (d) your use of any Ailytics software or any outputs in breach of this EULA or applicable law, except to the extent finally determined to have arisen from Ailytics’ gross negligence, wilful misconduct, or fraud.

5. Limitation of Liability

In no event shall Ailytics be liable for any indirect, incidental, special, or consequential damages or for any damages whatsoever (including but not limited to damages for loss of business profits, business interruption, loss of business information, or other pecuniary or non-pecuniary loss) arising out of use or inability to use any Ailytics software.

However, nothing in this EULA shall limit or exclude liability for:

• Gross negligence or wilful misconduct by Ailytics.
• Fraud or fraudulent misrepresentation.
• Any liability that cannot be excluded or limited under applicable law.

6. Governing Law & Dispute Resolution

This EULA shall be governed by and interpreted in accordance with the laws of Singapore.

Any dispute arising out of or in connection with this EULA, including any question regarding its existence, validity or termination (a “Dispute”), must first be submitted for mediation at the Singapore Mediation Centre (“SMC”) in accordance with the SMC Mediation Procedure in force for the time being. Either party may submit a request to mediate to the SMC upon which the other party will be bound to participate in the mediation within 45 days thereof. Each party shall be represented by senior executive personnel with authority to negotiate and settle the Dispute. Unless otherwise agreed by the parties, the mediator(s) will be appointed by SMC. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached. If no settlement is reached within 60 days of submission to the SMC (or such longer period as the parties may agree), the mediation shall be deemed to have failed.

If the Dispute is not resolved by mediation, the Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of arbitration shall be English. The law governing this arbitration agreement shall be the laws of Singapore. No party may commence arbitration unless it has first complied with the mediation requirements set out above and mediation has been deemed to have failed.

7. Data Processing & Hosting

All data collected through the use of Ailytics software is stored and processed solely on Ailytics servers. By default, Ailytics hosts its platform in Singapore. Any transfer of data outside Singapore will be made only in accordance with applicable law and any applicable data-processing clauses. Should you require Ailytics to host data collected through your use of any Ailytics software in a specific country for any reason whatsoever, this shall be separately agreed in writing.

Ailytics implements appropriate technical and organisational measures to ensure and demonstrate that processing is performed in accordance with relevant data protection regulations, including but not limited to GDPR, PDPA, and other applicable laws.

Requests for access, correction, return or deletion of data collected or generated through your use of any Ailytics software, or to opt out of or withdraw any consent for processing for Ailytics’ own purposes may be made to support@ailytics.ai and will be handled in accordance with the Ailytics Privacy Policy, the applicable written agreement or any applicable law.

8. Term and Termination

This EULA commences upon your acceptance or first installation or use of any Ailytics software, whichever occurs first, and remains in force until terminated under this Clause 8. The licence granted under this EULA is separate from this EULA: it expires automatically at the end of the applicable Paid Term and terminates automatically upon termination of this EULA or if you breach Clause 2 or otherwise use the Ailytics software outside the scope of the licence.

Ailytics may terminate this EULA immediately by notice if you commit a breach that is incapable of remedy or creates material legal, security or intellectual property risk, or if you fail to remedy any other material breach within 30 days after notice. Upon expiry or termination of the licence or this EULA, you must immediately cease using the Ailytics software. Termination does not affect accrued rights, Clause 7 data handling obligations, or any provision intended to survive.

9. Software Patents Disclaimer

Ailytics developed the Ailytics software using only its own algorithms, ideas, and designs. Ailytics does not knowingly use third-party intellectual property. If any component of the software unintentionally infringes on an existing patent, users are required to notify Ailytics before making claims or taking legal action.

10. Liability for Third-Party Infringements

You are responsible for any infringement of copyright, patent, or intellectual property laws, or local regulations caused by your use of the software. Ailytics shall not be responsible for your violations of intellectual property laws or local legal requirements.