Perceptron AI Labs Inc.

Terms and Conditions

Perceptron AI Labs Inc. | perceptronai.org | Auta

Last updated: May 13, 2026

Important Notice

These Terms contain broad licenses allowing Perceptron to use content, prompts, outputs, datasets, metadata, and usage information to provide, protect, develop, train, evaluate, improve, and commercialize the Services, subject to applicable law and any written enterprise agreement signed by Perceptron.

These Terms also contain important disclaimers, limits of liability, indemnity obligations, dispute-resolution terms, and rules for public internet dataset creation. Please read them carefully before using the Services.

These Terms and Conditions (the “Terms”) govern access to and use of the websites, applications, APIs, software, models, annotation tools, dataset generation tools, demos, documentation, beta features, and related products or services made available by Perceptron AI Labs Inc. (“Perceptron,” “we,” “our,” or “us”), including perceptronai.org, Auta, Perceptron APIs, and related services (collectively, the “Services”).

By accessing or using the Services, creating an account, submitting a prompt, uploading content, requesting public-source dataset creation, downloading an export, using an API key, or clicking to accept these Terms, you agree to these Terms. If you use the Services on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

If you do not agree to these Terms, do not access or use the Services.

1. Acceptance of Terms

(a)You may use the Services only if you can form a binding contract with Perceptron and are not barred from using the Services under applicable law.
(b)If you access the Services as an employee, contractor, agent, or representative of an entity, you agree that you have authority to bind that entity to these Terms.
(c)Additional terms may apply to particular Services, paid plans, enterprise orders, beta programs, APIs, integrations, or features. If there is a conflict between these Terms and a signed written agreement with Perceptron, the signed written agreement controls only for the conflicting subject matter and only for the applicable account or Service.

2. The Services

Perceptron develops AI systems for computer vision, multimodal AI, dataset creation, data annotation, workflow automation, model development, and related research and developer tools. The Services may allow users to upload images, videos, zip files, prompts, labels, metadata, schemas, URLs, and other materials; create annotation tasks using natural language; generate bounding boxes, segmentation masks, polygons, labels, captions, OCR outputs, structured outputs, video tracking data, and other AI-assisted results; request sourcing of images or other materials from public internet sources; organize, annotate, transform, review, export, and use datasets; and access hosted APIs, SDKs, model endpoints, demos, documentation, integrations, and developer tools.

The Services may change at any time. We may add, remove, limit, suspend, discontinue, replace, or modify any feature, model, workflow, dataset capability, export format, integration, or API at our discretion. We are not obligated to maintain any particular feature, model version, data source, export format, benchmark result, pricing structure, or availability level unless expressly stated in a signed written agreement.

3. Definitions

  • “Customer Content” means content, data, files, prompts, instructions, images, videos, audio, text, URLs, labels, categories, metadata, annotations, schemas, code, comments, credentials, configuration, and other materials that you or your authorized users submit, upload, transmit, provide, import, connect, or otherwise make available to the Services.
  • “Public Source Content” means third-party content that is publicly accessible or publicly discoverable, including images, videos, thumbnails, webpages, captions, filenames, metadata, search results, repository materials, public datasets, open-source resources, and other materials obtained from public websites, search engines, indexes, repositories, APIs, or third-party services.
  • “Input” means Customer Content, Public Source Content requested or selected by you, prompts, settings, labels, schemas, URLs, and other materials provided to or processed by the Services.
  • “Output” means annotations, labels, masks, bounding boxes, polygons, captions, OCR results, structured data, model responses, dataset exports, generated metadata, source references, transformations, recommendations, synthetic or AI-generated materials, and other results generated by or through the Services.
  • “Dataset” means a collection of Customer Content, Public Source Content, Output, annotations, labels, source references, metadata, exports, manifests, formats, or related files.
  • “Perceptron Technology” means the Services and all software, models, APIs, SDKs, tools, user interfaces, workflows, prompts, systems, datasets created by Perceptron, infrastructure, documentation, algorithms, know-how, designs, trademarks, trade secrets, and technology owned, developed, used, or licensed by Perceptron.

4. Accounts, Authority, and Security

(a)You must provide accurate account, billing, organization, and contact information and keep it current.
(b)You are responsible for maintaining the confidentiality of usernames, passwords, API keys, tokens, credentials, and access links. You are responsible for all activity under your account, including activity by employees, contractors, agents, collaborators, invitees, or anyone using your credentials.
(c)You must promptly notify us at support@perceptronai.org if you believe your account, credentials, data, projects, or API keys have been compromised.
(d)We may require identity, authority, security, payment, or compliance verification before providing or continuing access to some Services.

5. Limited Right to Access the Services

Subject to these Terms and any applicable plan, documentation, order form, usage limit, or written agreement, Perceptron grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable subscription, trial, beta, or evaluation period for your internal business, research, development, educational, or evaluation purposes.

Except as expressly permitted by these Terms or a signed written agreement, you may not sell, resell, sublicense, rent, lease, provide service-bureau access to, distribute, copy, modify, reverse engineer, interfere with, or misuse the Services or Perceptron Technology.

6. Customer Content and User Responsibility

(a)As between you and Perceptron, you retain whatever ownership rights you have in Customer Content. Perceptron does not claim ownership of Customer Content solely because you submit it to the Services.
(b)You are solely responsible for Customer Content, your prompts and instructions, your source requests, your Datasets, your use of Output, your downstream models, your products, your deployments, and all decisions based on the Services.
(c)You represent and warrant that you have all rights, licenses, permissions, consents, notices, lawful bases, and authority necessary to submit, upload, import, connect, process, annotate, transform, generate, export, download, use, distribute, and commercialize Customer Content, Public Source Content requested by you, Datasets, and Output in the manner you use them.
(d)You further represent and warrant that Customer Content, your instructions, your source requests, your Datasets, your Output, and your use of the Services will not infringe, misappropriate, or violate any copyright, trademark, trade secret, patent, privacy, publicity, contractual, confidentiality, moral, database, data protection, consumer protection, export control, sanctions, or other right or law.
(e)You must maintain your own backup copies of Customer Content, Datasets, Output, source manifests, annotations, export files, model artifacts, and other materials. We are not responsible for data loss, corrupted files, failed exports, deleted projects, unavailable sources, model errors, or loss of access except to the extent liability cannot be excluded by law.

7. Broad Service Improvement, Model Training, and Commercialization Rights

This Section 7 is intended to provide Perceptron with broad rights to operate, protect, develop, train, evaluate, improve, and commercialize the Services and Perceptron Technology. If you need narrower data-use terms, those terms must be stated in a signed written enterprise agreement with Perceptron.

(a)Content license to Perceptron. To the maximum extent permitted by law, you grant Perceptron and its affiliates a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to host, access, store, cache, reproduce, copy, import, ingest, parse, index, tag, label, annotate, review, moderate, display, perform, transmit, distribute internally, disclose to service providers, process, analyze, modify, adapt, translate, transform, tokenize, embed, vectorize, summarize, generate, augment, synthesize, create derivative works from, and otherwise use Customer Content, Public Source Content requested or selected by you, Inputs, Outputs, Datasets, prompts, instructions, labels, schemas, metadata, usage data, telemetry, logs, error reports, evaluations, and feedback for the purposes described in these Terms.
(b)Service operation and support. The license in this Section includes use to provide, host, operate, deliver, debug, troubleshoot, maintain, secure, monitor, moderate, enforce, support, meter, bill for, and document the Services; to communicate with you; to prevent fraud, abuse, security incidents, and policy violations; and to comply with law, court orders, legal process, and rights-holder requests.
(c)Improvement, training, and evaluation. Unless Perceptron has expressly agreed otherwise in a signed written agreement, the license in this Section includes use to develop, train, pre-train, fine-tune, distill, adapt, evaluate, benchmark, test, validate, improve, and commercialize AI models, computer-vision systems, multimodal systems, annotation systems, dataset creation systems, safety systems, classifiers, filters, evaluation sets, synthetic data systems, retrieval systems, embeddings, feature extractors, workflow planners, prompts, agents, APIs, documentation, and other Perceptron Technology.
(d)Derived improvements belong to Perceptron. Perceptron owns all Perceptron Technology and all generalized learnings, model weights, parameters, embeddings, evaluations, benchmarks, statistics, feature representations, system improvements, safety improvements, workflows, templates, techniques, ideas, know-how, and other derivative or learned improvements created, discovered, or improved through use of the Services, even if those improvements are informed by or derived from Customer Content, Public Source Content, Inputs, Outputs, Datasets, metadata, usage data, telemetry, or feedback. You do not acquire rights in Perceptron Technology by using the Services.
(e)No compensation or attribution. Perceptron may exercise the rights in this Section without compensation, royalties, credits, attribution, approval, audit rights, accounting, or notice to you, except where required by applicable law or a signed written agreement.
(f)Sublicensing and service providers. Perceptron may sublicense or disclose materials covered by this Section to affiliates, contractors, subprocessors, service providers, infrastructure providers, model providers, analytics providers, security vendors, professional advisers, and other third parties who support, provide, protect, develop, evaluate, train, improve, or commercialize the Services, subject to confidentiality, security, or contractual controls that Perceptron determines are appropriate.
(g)Survival. The rights granted in this Section survive account closure, project deletion, dataset deletion, subscription expiration, and termination of these Terms to the extent materials have been incorporated into backups, logs, aggregated or de-identified information, evaluations, derived data, model training data, model weights, safety systems, service improvements, compliance records, or other Perceptron Technology, except where deletion is required by applicable law or a signed written agreement.
(h)Moral rights and similar rights. To the maximum extent permitted by law, you waive and agree not to assert any moral rights, rights of attribution, rights of integrity, neighboring rights, database rights, or similar rights that would prevent Perceptron from exercising the rights granted in this Section. If waiver is not permitted, you agree not to enforce such rights against Perceptron or its permitted users.
(i)Enterprise opt-out. Perceptron may offer paid enterprise plans or written agreements with different training or improvement terms. Any opt-out, restriction, deletion right, or data-use limitation applies only if expressly accepted by Perceptron in a signed written agreement or made available through an official Perceptron control that we identify as applicable to your account.

8. Public Internet Dataset Creation and Public Source Content

Some Services may allow you to request that Auta or other Perceptron tools source images, videos, metadata, or other materials from publicly accessible internet sources or third-party repositories, then annotate, organize, transform, and export those materials as Datasets.

(a)User-directed sourcing. When you request a public-source Dataset, you select or control the prompt, concept, topic, labels, volume, intended use, export format, review process, and downstream use. You acknowledge that Perceptron acts as a technical tool provider and automated processor of your request, not as a rights-clearance service, legal adviser, publisher, editor, sponsor, or endorser of Public Source Content.
(b)Public does not mean free to use. Public Source Content may be protected by copyright, trademark, privacy, publicity, contract, license, database, moral rights, or other rights. Public accessibility, indexing, availability in search results, or lack of visible copyright notice does not mean the content is free to copy, annotate, train on, redistribute, publish, commercialize, or use in a product.
(c)No rights clearance. Unless expressly stated in a signed written agreement, Perceptron does not verify ownership, authorship, license status, consent, privacy status, attribution requirements, source terms, model training rights, commercial-use rights, redistribution rights, or export rights for Public Source Content. Perceptron does not grant you any third-party rights in Public Source Content.
(d)User assumes risk. You are solely responsible for determining whether you may lawfully request, collect, copy, annotate, modify, store, download, train on, publish, distribute, commercialize, or otherwise use any Public Source Content, Dataset, or Output. You assume all risks arising from Public Source Content, including infringement claims, privacy claims, publicity claims, source-term violations, takedown demands, licensing disputes, attribution failures, and downstream model or product claims.
(e)License information may be incomplete. The Services may attempt to provide source URLs, source domains, captions, filenames, license signals, attribution information, or provenance metadata when technically available. Such information may be missing, inaccurate, stale, ambiguous, incomplete, or insufficient for your intended use. You are responsible for independent review and rights clearance.
(f)Source restrictions. You may not use the Services to bypass paywalls, login walls, authentication, access controls, robots exclusions, rate limits, technical protection measures, contractual restrictions, source terms, or other source restrictions. You may not instruct the Services to collect or use content in a way that violates law, source terms, or third-party rights.
(g)No duty to monitor. Perceptron may use filters, blocklists, robots signals, metadata checks, or other safeguards, but we do not undertake a duty to monitor, review, verify, approve, preserve, license, or remove all Public Source Content. We may remove, disable, restrict, filter, or refuse content, sources, domains, topics, categories, prompts, or exports at any time and for any reason.
(h)Takedowns and removals. Public Source Content, Datasets, or Outputs may be removed, disabled, blocked, restricted, or made unavailable due to rights-holder requests, privacy requests, source restrictions, legal demands, court orders, platform policies, technical limitations, or our discretion. We are not responsible for recalling, modifying, or deleting Datasets or Outputs already exported, downloaded, copied, published, trained on, or controlled by you or third parties.
(i)Commercial and training use. Before using Public Source Content or Datasets for commercial model training, product development, publication, redistribution, customer delivery, regulated use, or production deployment, you must verify and document that you have all required rights, licenses, permissions, consents, notices, lawful bases, and attributions. Perceptron does not warrant that public-source Datasets are suitable for any such use.
(j)Your indemnity applies. Your indemnification obligations in Section 27 apply to Public Source Content, public-source Dataset requests, source terms, licensing disputes, privacy disputes, attribution disputes, and any use or distribution of Datasets or Outputs containing or derived from Public Source Content.

9. Outputs, Datasets, and Ownership Allocation

(a)Subject to these Terms, and as between you and Perceptron, you may use Output generated specifically for you to the extent permitted by applicable law, your plan, and third-party rights. Perceptron assigns to you any rights Perceptron may have in such Output only to the extent necessary for your permitted use and only after you have paid all applicable fees.
(b)Perceptron retains ownership of Perceptron Technology. Third-party owners retain their rights in Public Source Content and third-party materials. Your rights in annotations, labels, metadata, or transformations do not eliminate or override rights in underlying third-party content.
(c)Output may not be unique. Similar or identical Output may be generated for other users, and Perceptron may independently develop or provide similar ideas, labels, workflows, Datasets, annotations, or outputs.
(d)You may not represent that any Output or Dataset is human-reviewed, legally cleared, bias-free, safe, accurate, complete, or suitable for a particular use unless you have independently verified that representation.

10. AI Output Accuracy, Quality Control, and Human Review

The Services use artificial intelligence, automation, models, heuristics, and third-party systems. Output may be inaccurate, incomplete, mislabeled, biased, unsafe, offensive, non-compliant, or unsuitable for your use case.

(a)You are solely responsible for human review, validation, testing, quality assurance, benchmarking, documentation, rights review, privacy review, safety review, and compliance review before using any Dataset or Output for research, training, testing, validation, publication, product development, customer delivery, regulated use, or production deployment.
(b)You must not rely on Output as the sole basis for decisions affecting safety, legal rights, employment, housing, credit, education, healthcare, insurance, law enforcement, immigration, access to essential services, or other high-impact matters.
(c)The Services are not a substitute for legal, medical, safety, financial, compliance, professional, engineering, scientific, or domain-expert review.

11. Prohibited Conduct and Acceptable Use

You may not, and may not assist or permit anyone else to:

  • (1) violate law, regulations, contracts, licenses, source terms, court orders, sanctions, export controls, or third-party rights;
  • (2) upload, request, generate, distribute, or use infringing, unlawful, deceptive, defamatory, harassing, hateful, exploitative, abusive, harmful, or unsafe content;
  • (3) collect, process, identify, track, profile, or infer sensitive information about individuals without a lawful basis and required notices or consents;
  • (4) request datasets involving minors, private individuals, biometric identification, face recognition, surveillance, sensitive traits, or vulnerable groups except where lawful and expressly permitted;
  • (5) use the Services for malware, phishing, spam, fraud, impersonation, credential theft, evasion, circumvention, or harmful automation;
  • (6) bypass or interfere with security controls, rate limits, access controls, paywalls, login walls, robots exclusions, source restrictions, usage limits, billing systems, or technical protection measures;
  • (7) reverse engineer, decompile, disassemble, scrape, crawl, benchmark for competitive purposes, extract, copy, or attempt to derive source code, model weights, system prompts, non-public data, or underlying components of the Services;
  • (8) use the Services to build, train, improve, or benchmark a competing product or service unless expressly permitted in a signed written agreement;
  • (9) remove, obscure, or falsify source URLs, attribution, license notices, copyright notices, provenance metadata, or safety warnings;
  • (10) redistribute, publish, commercialize, or train on Datasets containing Public Source Content unless you have verified all required rights and lawful bases;
  • (11) overload, disrupt, damage, probe, scan, or test the vulnerability of the Services or third-party systems without authorization;
  • (12) use disposable, false, misleading, or unauthorized account or billing information; or
  • (13) misrepresent Output, Datasets, or the Services as legally cleared, professionally certified, human-generated, or approved by Perceptron or a third party when they are not.

12. High-Risk and Regulated Uses

Unless expressly authorized in a signed written agreement and implemented with appropriate independent review, testing, documentation, and compliance controls, you may not use the Services, Datasets, or Output for high-risk, safety-critical, regulated, or rights-impacting uses. Examples include:

  • (1) autonomous vehicle control, robotics control, industrial control, aviation, weapons systems, critical infrastructure, or other safety-critical systems;
  • (2) medical diagnosis, medical treatment, clinical decision support, medical-device use, or health-related predictions;
  • (3) biometric identification, face recognition, person tracking, surveillance, or profiling of individuals;
  • (4) employment, credit, education, housing, insurance, criminal justice, immigration, public benefits, or eligibility decisions;
  • (5) law enforcement, intelligence, military, national-security, or border-control uses;
  • (6) datasets targeting children, private individuals, protected classes, sensitive traits, or vulnerable groups;
  • (7) systems designed to deceive, manipulate, exploit, harass, discriminate against, or harm people; or
  • (8) any use requiring regulatory approval, safety certification, human-subjects approval, or rights-clearance review that you have not obtained.

13. Privacy, Personal Data, and Sensitive Data

(a)You are responsible for determining whether Customer Content, Public Source Content, Inputs, Outputs, or Datasets include personal data, biometric data, face images, health data, children's data, precise location data, confidential information, government identifiers, financial information, or other regulated or sensitive information.
(b)You must not upload, request, collect, process, annotate, export, train on, or otherwise use personal data or sensitive data through the Services unless you have all required rights, notices, consents, lawful bases, data-processing arrangements, security controls, and compliance documentation.
(c)Unless expressly agreed in a signed written agreement, the Services are not intended to process protected health information, payment card data, government identification documents, children's data, biometric templates, sensitive personal information, or other highly regulated data.
(d)For personal data in Customer Content, you are responsible for determining whether you are a controller, processor, business, service provider, or other regulated role under applicable privacy law. Where required, you must enter into a Data Processing Addendum, Business Associate Agreement, or similar agreement before using the Services with regulated data.
(e)Subject to applicable law and our Privacy Policy, Perceptron may process account, usage, telemetry, security, support, billing, log, and improvement data as an independent controller or business for purposes such as service operation, security, fraud prevention, analytics, product development, model evaluation, and legal compliance.

14. Third-Party Services, Open Source, and External Sources

The Services may rely on or integrate with third-party services, cloud providers, storage providers, model providers, search providers, web sources, APIs, repositories, open-source software, datasets, analytics providers, billing providers, and other vendors. Third-party services and materials are governed by their own terms, licenses, privacy policies, and availability. Perceptron is not responsible for third-party services, Public Source Content, third-party licenses, third-party outages, source changes, model-provider changes, or third-party claims.

Open-source software included in or used with the Services is licensed under the applicable open-source license. Nothing in these Terms limits rights you may have under applicable open-source licenses, but you are responsible for complying with any attribution, notice, copyleft, source-availability, patent, redistribution, and modification requirements that apply to your use or distribution.

15. APIs, Rate Limits, and Developer Credentials

(a)If you use APIs, SDKs, model endpoints, developer tools, integrations, or command-line tools, you must comply with our documentation, authentication requirements, rate limits, usage limits, safety requirements, and security requirements.
(b)You must keep API keys and credentials secure, rotate compromised keys, avoid embedding keys in public repositories or client-side code, and promptly report unauthorized access.
(c)We may throttle, suspend, revoke, rotate, or limit API access to protect the Services, users, third-party systems, source websites, or Perceptron.

16. Fees, Trials, Billing, and Taxes

(a)Some Services may be free, paid, subscription-based, usage-based, metered, trial, beta, or subject to a separate order form. You agree to pay all fees, overages, taxes, and charges associated with your plan, usage, or order.
(b)Unless expressly stated in a signed written agreement, all fees are non-refundable, payable in U.S. dollars, and exclusive of taxes. You are responsible for applicable taxes, duties, levies, and similar governmental assessments.
(c)We may suspend or terminate access for non-payment, failed payment, chargebacks, excessive usage, suspected fraud, billing disputes, or violation of these Terms.

17. Beta, Preview, and Experimental Features

Features labeled alpha, beta, preview, experimental, research, early access, demo, or evaluation may be unstable, inaccurate, incomplete, unavailable, insecure, unsupported, or changed without notice. Beta features are provided for evaluation only and should not be used in production, safety-critical, regulated, commercial, or customer-facing deployments unless expressly authorized in a signed written agreement. Perceptron may terminate beta access at any time.

19. Public Source Opt-Out and Removal Requests

Rights holders, website owners, creators, or authorized representatives may request that Perceptron remove specific material from active Services or exclude specific domains, URLs, works, or content from future public-source collection where technically feasible. Send requests to support@perceptronai.org with information sufficient to identify the content or source and verify your authority.

We do not guarantee removal from Datasets, Outputs, model artifacts, exports, caches, backups, logs, or copies already downloaded, exported, published, trained on, or controlled by users or third parties. We may decline or limit requests that are incomplete, unverifiable, abusive, technically infeasible, legally unsupported, or inconsistent with our obligations.

20. Confidentiality

If either party receives non-public information from the other that is marked confidential or should reasonably be understood as confidential, the receiving party will use reasonable care to protect it and will use it only for purposes related to the Services. Confidentiality obligations do not apply to information that is public through no fault of the receiving party, already known without restriction, independently developed, or lawfully received from a third party. Public Source Content and information made public by you are not confidential.

21. Security, Availability, and Backups

(a)We use reasonable administrative, technical, and organizational measures designed to protect the Services, but no system is perfectly secure. We do not guarantee that the Services, Customer Content, Datasets, Output, or third-party integrations will be secure, error-free, uninterrupted, or free from unauthorized access.
(b)You are responsible for securing accounts, credentials, systems, prompts, Datasets, exports, models, and downstream environments. You should not rely on the Services as your only storage, backup, provenance, compliance, or archival system.
(c)The Services may be unavailable due to maintenance, errors, outages, attacks, third-party failures, source restrictions, capacity limits, rate limits, legal requirements, or other reasons. We are not liable for unavailability, delay, degraded performance, failed jobs, failed exports, or data loss except to the extent liability cannot be excluded by law.

22. Suspension and Termination

We may suspend, restrict, or terminate your access to the Services, accounts, projects, Datasets, APIs, exports, or features at any time if we believe that: you violated these Terms; your use creates legal, security, privacy, safety, rights, operational, reputational, or financial risk; your account is compromised; you failed to pay fees; your use exceeds limits; continued service is prohibited or impractical; a source, rights holder, regulator, court, or third party requests or requires action; or suspension is necessary to protect Perceptron, users, sources, or the public.

You may stop using the Services at any time. Termination does not relieve you of payment obligations, indemnity obligations, liability for prior acts, or obligations that by their nature should survive. Sections concerning rights, ownership, improvement rights, public source content, disclaimers, limitations of liability, indemnification, dispute resolution, confidentiality, and miscellaneous terms survive termination.

23. Data Retention and Deletion

We may retain Customer Content, Public Source Content, Inputs, Outputs, Datasets, logs, account information, billing records, usage data, telemetry, metadata, security records, and support records as needed to provide, protect, improve, train, evaluate, and support the Services; comply with law; resolve disputes; enforce agreements; prevent abuse; maintain backups; and exercise rights granted under these Terms.

Deletion requests will be handled according to our Privacy Policy, applicable law, technical limitations, retention schedules, and any signed written agreement. We may be unable to delete materials that have been exported, downloaded, shared, published, cached, backed up, logged, incorporated into derived data, used for model training or evaluation, or controlled by users or third parties, except where required by applicable law.

24. Feedback and Product Suggestions

If you provide comments, ideas, suggestions, bug reports, requests, benchmarking results, product feedback, or other feedback, you grant Perceptron a perpetual, worldwide, irrevocable, transferable, sublicensable, royalty-free, fully paid-up right to use, copy, disclose, modify, commercialize, and exploit that feedback without restriction, attribution, approval, or compensation. Perceptron may use feedback to develop, improve, train, evaluate, market, and commercialize the Services and Perceptron Technology.

25. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, PERCEPTRON TECHNOLOGY, PUBLIC SOURCE CONTENT, DATASETS, OUTPUT, APIs, MODELS, SOFTWARE, DOCUMENTATION, BETA FEATURES, THIRD-PARTY INTEGRATIONS, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PERCEPTRON DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, WORKMANLIKE PERFORMANCE, COURSE OF DEALING, AND COURSE OF TRADE.

WITHOUT LIMITING THE FOREGOING, PERCEPTRON DOES NOT WARRANT THAT:

  • (1) the Services will meet your requirements or be uninterrupted, secure, available, timely, accurate, complete, or error-free;
  • (2) Output, annotations, labels, masks, detections, captions, OCR, metadata, source references, or exports will be accurate, complete, reliable, safe, unbiased, lawful, or suitable;
  • (3) Public Source Content is owned by any particular party, licensed for your use, cleared for model training, cleared for commercial use, free of personal data, free of sensitive data, non-infringing, or available for redistribution;
  • (4) source URLs, provenance data, license metadata, attribution information, or source terms are complete, accurate, current, or sufficient;
  • (5) Datasets will be suitable for training, testing, validation, publication, regulatory submissions, customer delivery, commercial deployment, or production use;
  • (6) the Services will detect, prevent, or remove all infringing, unlawful, private, sensitive, harmful, biased, unsafe, or low-quality content;
  • (7) defects will be corrected or any particular model, feature, export format, integration, source, or performance level will remain available; or
  • (8) using the Services will cause you to comply with any law, license, contract, standard, policy, or third-party requirement.

26. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PERCEPTRON AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR MULTIPLE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OPPORTUNITY, DATA, DATASETS, OUTPUT, MODELS, USE, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PERCEPTRON WILL NOT BE LIABLE FOR CLAIMS ARISING FROM OR RELATING TO PUBLIC SOURCE CONTENT, CUSTOMER CONTENT, OUTPUT, DATASETS, THIRD-PARTY RIGHTS, LICENSE DISPUTES, PRIVACY DISPUTES, ATTRIBUTION DISPUTES, SOURCE TERMS, TAKEDOWNS, MODEL TRAINING, MODEL PERFORMANCE, DOWNSTREAM PRODUCTS, USER PROMPTS, USER INSTRUCTIONS, USER EXPORTS, FAILED JOBS, FAILED ANNOTATIONS, FAILED DATASET GENERATION, INACCURATE LABELS, INACCURATE OUTPUT, BETA FEATURES, THIRD-PARTY SERVICES, SECURITY INCIDENTS, DATA LOSS, OR YOUR FAILURE TO OBTAIN RIGHTS, CONSENTS, APPROVALS, OR HUMAN REVIEW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PERCEPTRON'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO PERCEPTRON FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) USD $100.

The limitations in this Section apply to all theories of liability, including contract, tort, negligence, strict liability, warranty, statute, equity, and any other legal theory, even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some limitations may not apply to you, but they apply to the maximum extent permitted by law.

27. Indemnification

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless Perceptron and its affiliates, officers, directors, employees, contractors, licensors, suppliers, service providers, and agents from and against all claims, demands, actions, proceedings, damages, losses, liabilities, settlements, judgments, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

  • (1) Customer Content, Public Source Content requested, selected, provided, downloaded, exported, used, or distributed by you, Inputs, Outputs, Datasets, prompts, instructions, labels, schemas, metadata, or source requests;
  • (2) your use, publication, distribution, commercialization, training, deployment, or other exploitation of Datasets, Output, Public Source Content, Customer Content, or downstream models or products;
  • (3) actual or alleged infringement, misappropriation, or violation of copyright, trademark, patent, trade secret, privacy, publicity, moral rights, database rights, contractual rights, confidentiality obligations, data-protection rights, source terms, or other rights;
  • (4) your failure to obtain rights, licenses, permissions, notices, consents, lawful bases, approvals, human review, safety review, privacy review, or compliance review;
  • (5) your violation of these Terms, documentation, policies, law, regulation, court order, sanctions, export controls, or third-party terms;
  • (6) your use of the Services in high-risk, regulated, safety-critical, unlawful, or prohibited contexts;
  • (7) activity under your account, API keys, credentials, projects, or organization; or
  • (8) a dispute between you and any user, employee, contractor, customer, rights holder, data subject, regulator, source website, or third party.

Perceptron may control the defense and settlement of any matter subject to indemnification. You agree to cooperate with Perceptron and not settle any claim in a way that admits fault, imposes obligations, or restricts rights of Perceptron without our prior written consent.

28. Release

To the maximum extent permitted by law, you release Perceptron and its affiliates, officers, directors, employees, contractors, licensors, suppliers, service providers, and agents from claims, demands, liabilities, damages, losses, and expenses arising from or related to disputes between you and any third party, including rights holders, data subjects, source websites, customers, users, collaborators, model providers, and downstream recipients. If you are a California resident, you waive California Civil Code Section 1542 and any similar law, which says that a general release does not extend to claims the creditor or releasing party does not know or suspect to exist in their favor at the time of executing the release and that, if known, would have materially affected the settlement with the debtor or released party.

29. Dispute Resolution, Arbitration, and Class Action Waiver

(a)Informal resolution. Before filing a claim, you agree to first contact Perceptron at support@perceptronai.org and attempt to resolve the dispute informally. If the dispute is not resolved within 30 days after notice, either party may proceed as permitted below.
(b)Arbitration. Where permitted by applicable law, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration rather than in court. The arbitration will be conducted in English by a mutually agreed arbitration provider, or if the parties cannot agree, by the American Arbitration Association under its applicable rules. The arbitrator may award only relief that a court of competent jurisdiction could award and only to the individual party seeking relief.
(c)Class action waiver. To the maximum extent permitted by law, you and Perceptron agree that each may bring claims only in an individual capacity and not as a plaintiff, class member, representative, private attorney general, or participant in any class, collective, consolidated, mass, or representative proceeding.
(d)Exceptions. Either party may seek injunctive or equitable relief in court for actual or threatened misuse of intellectual property, confidential information, security credentials, or the Services. Either party may also bring qualifying claims in small claims court.
(e)Severability. If the arbitration or class action waiver provisions are found unenforceable for a particular claim or request for relief, that claim or request may proceed in court, but only after all arbitrable claims are resolved, unless applicable law requires otherwise.

30. Governing Law and Venue

These Terms are governed by the laws identified in the applicable signed order form or enterprise agreement. If no governing law is identified, these Terms are governed by the laws of the State of Delaware, United States, excluding conflict-of-law rules. Subject to Section 29, the exclusive venue for disputes will be the state and federal courts located in Delaware, United States, unless applicable law requires otherwise. You and Perceptron consent to personal jurisdiction and venue in those courts.

31. Changes to These Terms

We may update these Terms from time to time. Updated Terms will be posted on our website or made available through the Services with a revised “Last updated” date. If changes are material, we may provide additional notice, such as email or in-product notice, at our discretion. Your continued use of the Services after updated Terms become effective means you accept the updated Terms. If you do not agree to updated Terms, you must stop using the Services.

32. Miscellaneous

(a)Entire agreement. These Terms, together with any applicable Privacy Policy, order form, Data Processing Addendum, Acceptable Use Policy, documentation, plan terms, and additional terms incorporated by reference, form the entire agreement between you and Perceptron regarding the Services.
(b)Assignment. You may not assign or transfer these Terms without Perceptron's prior written consent. Perceptron may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, financing, reorganization, sale of assets, change of control, or by operation of law.
(c)Severability. If any provision is found unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable or replaced with an enforceable provision that most closely reflects the parties' intent.
(d)No waiver. A failure or delay in enforcing a provision is not a waiver. A waiver must be in writing and signed by Perceptron.
(e)Force majeure. Perceptron will not be liable for delays, failures, outages, or losses caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or infrastructure failures, power failures, cyberattacks, third-party service failures, legal restrictions, source restrictions, government actions, or supply shortages.
(f)Notices. We may provide notices by email, in-product message, website posting, account notice, or other reasonable means. Notices to Perceptron must be sent to support@perceptronai.org and any legal notice address we designate.
(g)No third-party beneficiaries. These Terms do not create any third-party beneficiary rights except for Perceptron affiliates and indemnified parties, who may enforce provisions intended to benefit them.

33. Contact

Perceptron AI Labs Inc.

Email: support@perceptronai.org

Website: perceptronai.org

Legal mailing address: [Insert registered mailing address before publication]