AI Model Usage Terms

These Artificial Intelligence Model Usage Terms (these “AI Terms”) are entered into by and between the customer (“Customer”) and Gecko Robotics, Inc. (“Gecko”; each a “Party” and collectively the “Parties”). The Parties have entered into an agreement governing Customer’s use of the Service (the “Agreement”), and these AI Terms are incorporated into the Agreement. Any capitalized terms used but not defined in these AI Terms shall have the meaning provided in the Agreement. If there is a conflict in meaning between the Agreement and these AI Terms, these AI Terms shall prevail and control. These AI Terms will remain in effect until any expiration or termination of the Agreement pursuant thereto.

1. Definitions.

1.1 “Cantilever”, the "Gecko Platform", or the “Service” means Gecko’s proprietary software-as-a-service offering(s) leveraging artificial intelligence (including but not limited to language models and other modeling services) (the “Models”), including Third Party Models, and as set forth in the Agreement.

1.2 “Input” means any data, content, instructions, or other materials that Customer or its authorized users submit, upload, transmit, or otherwise make available to the Service for processing by the Models, including (i) prompts, queries, documents, images, video, audio, sensor or inspection data, and metadata; (ii) corrections, ratings, or other Feedback expressly supplied in relation to the Service’s outputs; and (iii) any selections, parameters, or configuration settings chosen by Customer within the Service.

1.3 “Output” means any data, content, or other materials that the Service or the Models generate, return, or otherwise make available to Customer (whether in raw, compiled, or visualized form) as a result of processing the Input, including but not limited to text, images, video, audio, classifications, recommendations, summaries, reports, or other analytical results, but excluding Gecko materials and any third-party content that Gecko separately provides or licenses to Customer outside of the inference process.

1.4 “Third Party Models” means any large language models or other artificial intelligence models provided by third parties and integrated into the Gecko Platform for use by Customer. 

2. Customer use of Cantilever.

2.1 Cantilever Use. Cantilever employs artificial intelligence and machine learning techniques, including use of the Models. Customer acknowledges that because of the statistical methods underlying the foregoing techniques, output of the Models may be incorrect, incomplete, or biased. Accordingly, Customer agrees that its use of the Models is at its own risk and Customer shall be solely responsible for any decisions, actions, or omissions it takes on the basis of any output from the Models. Customer further agrees to evaluate (including through review by a natural person) any Cantilever output prior to taking any decisions, actions, or omissions on its basis. Access to the Models forms part of the Service and is subject to relevant terms and conditions of the Agreement applicable to the Service, and Customer’s right and/or license (as applicable) to use Cantilever is determined by its right and/or license to use and/or access the Service as provided in the Agreement. Customer may only use data in connection with Cantilever for which Customer and/or its user has received all consents, authorizations, approvals, and/or agreements necessary to permit such use and/or processing under applicable law, regulation, or agreement(s). Customer’s access and use of Cantilever shall comply with all applicable laws and regulations. Customer shall be fully responsible and liable for its users’ use of and access to Cantilever. Customer’s use of any Third Party Models shall comply with any applicable third party terms.

2.2 Restrictions. Customer will not (and will not allow any third party to): (a) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code, algorithms, weights of the underlying models, or underlying ideas of Cantilever; (b) use Cantilever in any attempt to train and/or develop another model;(c) use Cantilever, including the Models, in any way violative of any third party’s rights, including intellectual property rights, or applicable laws or regulations; (d) ingest International Traffic in Arms Regulations (ITAR)-controlled data or other export-controlled data into Cantilever or (e) to generate spam, or any content for dissemination for illegal activities, or in relation to electoral campaigns at any level of government, or to abuse, harm, interfere with, or disrupt any services (or enable others to do the same). 

3.  Ownership and Feedback

3.1 Ownership. As between the Parties, Customer retains all right, title, and interest in and to the Input and the Output, excluding Gecko Materials. As between the Parties, Gecko retains all right, title, and interest in and to Cantilever, the Models, and any improvements thereto.

3.2 Feedback. Customer may share and provide feedback, suggestions, comments, ideas, data, reports, or other information related to Customer’s use of Cantilever in the form of feedback report(s) to Gecko (“Feedback”) and Gecko can directly request Feedback from Users of Cantilever. Customer acknowledges that any Feedback shared to Gecko is done voluntarily. Customer grants to Gecko a worldwide, perpetual, irrevocable, and royalty-free right and license to use, distribute, disclose, and make and incorporate into Cantilever any Feedback to provide, secure, and improve Cantilever.

4. Suspension of Services. If Gecko reasonably determines that: (a) Customer’s access or use of any Model violates applicable law, regulation, or any material term of the Agreement, including these AI Terms; (b) Gecko providing any part of Cantilever would violate applicable (in force or forthcoming) law, regulation, or agreements; or (c) Gecko’s provision of any part of Cantilever poses undue security risk to Gecko or its customers, Gecko reserves the right to disable, suspend, or terminate Customer’s access to all or any part of Cantilever. Gecko will notify Customer prior to exercising the foregoing right concurrently or prior to such exercise.

5. Disclaimer. THE MODELS ARE PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND GECKO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING LIMITATION, GECKO DOES NOT WARRANT THAT THE MODELS WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY QUALITY, RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE MODELS WILL BE UNINTERRUPTED OR ERROR FREE. GECKO IS NOT RESPONSIBLE FOR ANY DECISIONS, ACTIONS, OR OMISSIONS CUSTOMER TAKES BASED UPON OR INFORMED BY OUTPUT FROM THE MODELS. GECKO IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES PROVIDED IN THE COURSE OF DELIVERING CANTILEVER, INCLUDING (IF APPLICABLE) ANY THIRD PARTY MODEL SERVICE (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, FAILURES, OR ANY OTHER GUARANTEES IN ANY SERVICE LEVEL AGREEMENT BETWEEN THE PARTIES), CUSTOMER’S INPUT TO CANTILEVER, OR OUTPUT FROM THE MODELS.

6. Miscellaneous.These AI Terms and any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with it, or its subject matter or formation, shall be governed by and construed in accordance with the laws that govern the Agreement and the dispute resolution provisions therein. If any provision of these AI Terms 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 these AI Terms shall otherwise remain in full force and effect and be enforceable. No waiver of any breach shall be deemed a waiver of any subsequent breach. Sections 2.2, 3, 4, 5 and 6 survive termination of these AI Terms or the Agreement.