DEEPCRAFT™ Model Converter Agreement
This DEEPCRAFT™ Model Converter Agreement (this “Agreement”) contains the terms and conditions that govern the download and use of Imagimob’s DEEPCRAFT™ Model Converter Application (the “Application”).
This Agreement is an agreement between Imagimob AB, reg. no. 556938-4092, Sveavägen 17, 111 57, Stockholm, Sweden (“Imagimob”) and you or the entity that you represent (“Customer”). Thus, “Customer” means either (i) you, if you are entering into this Agreement in your personal capacity, or (ii) if you are entering into this Agreement on behalf of a company or other legal entity, the company or other legal entity you represent. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. Customer and Imagimob may be referred to collectively as the “Parties” or individually as a “Party”.
Customer agrees and enters into this Agreement by checking a box indicating acceptance upon the first use of the Application. Customer accepts and acknowledges that, after the download and installation of the Application, Customer must accept this Agreement in order to use the Application. If Customer does not agree to this Agreement, Customer shall promptly uninstall the Application from Customer’s system.
This Agreement is effective between Imagimob and Customer as of the date of Customer’s acceptance of this Agreement (the “Effective Date”).
This Agreement does not grant any right to use any services or other offerings from Imagimob in addition to the Application. For such other services or offerings, other agreements will apply. To the extent of any conflict between this Agreement and any other agreement with Imagimob, this Agreement shall apply and prevail in relation to the Application.
1. DEEPCRAFT™ Model Converter Application
1.1 Customer may download and locally install the Application, as made available by Imagimob from time to time. The Application allows Customers to convert trained AI models (e.g., h5, TensorFlow Lite, PyTorch or similar) into code executable on edge devices.
1.2 Customer may use the Application in accordance with the license granted by Imagimob, as set forth in sections 3.2 and 3.3 below.
1.3 Given that the Application is installed locally onto Customer’s computer, Imagimob will not have access to or the ability to access the Application, and, therefore, does not either assume any liability or responsibility for any Input Data or Output Data (both as defined in section 2 below).
1.4 The Application is provided by Imagimob to Customer free of charge, on an “as is” and “as available” basis and may be used by Customer in accordance with the terms of this Agreement.
2. Customer’s Responsibilities
2.1 Use of the Application. Customer may only use the Application as exhaustively set out in and in accordance with the terms and conditions of this Agreement. Customer accepts and acknowledges that Customer is fully responsible for its use of the Application, including all Input Data, Output Data and any other results generated from such use. Customer may not use, or facilitate or allow other to use, the Application:
(a) for any illegal or fraudulent activity;
(b) to violate the rights of others;
(c) to threaten, incite, promote or actively encourage violence, terrorism, or other serious harm;
(d) for any content or activity that promotes sexual exploitation or abuse of individuals, in particular children;
(e) to violate the security, integrity or availability of any user, network, computer or communications system, software application or network or computing device;
(f) to distribute, publish, send or facilitate the sending of unsolicited mass emails or other messages, promotions, advertising or solicitations (or “spam”);
(g) to store, download or transmit infringing or illegal content, or any viruses, “Trojan horses” or other harmful code;
(h) to engage in phishing or denial-of-service attacks;
(i) to intentionally interfere with or disrupt the integrity of performance of the Application, any component or data contained therein or circumvent security features of the Application;
(j) to perform penetration testing, vulnerability testing or other security testing on the Application or otherwise attempt to gain unauthorized access to the Application of Imagimob’s systems or networks; or
(k) cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of the Application.
2.2 Input Data. Customer is solely responsible for the processing and any other use of AI models, regardless of format, and any other data that Customer uploads into the Application for processing (“Input Data”) through and by use of the Application. This responsibility includes ensuring that Customer has all necessary Intellectual Property Rights in and to the Input Data for the purposes of using the Application and in the manner contemplated by this Agreement.
2.3 Output Data. Customer is solely responsible for use of any output generated by the Application deriving from Input Data, including executable code or any code capable of running on a device (“Output Data”). This responsibility includes ensuring that Customer has all necessary Intellectual Property Rights to install and use the Output Data on devices that include an microcontroller (“MCU”), network processor unit (“NPU”) or any other microcontroller/processor from Infineon for which the Output Data is intended other than the computer upon which Customer has installed the Application (“Customer Devices”).
2.4 Applicable Laws. Customer is fully responsible for ensuring that its use of the Application, including use of Input Data and Output Data, is at all times in compliance with all applicable laws. In particular, the EU AI Act (2024/1689), including any amendments thereto, must be complied with, especially in ensuring that the Output Data generated through Customer’s use of the Application is not used in a manner that is prohibited by the EU AI Act. Upon Imagimob’s request, Customer shall provide all relevant and available technical information to ensure compliance with the EU AI Act.
2.5 Export Control. Customer shall comply with all laws and regulations related to export control, including but not limited to those of the U.S., the EU, and Sweden. In particular, Customer shall not export, re-export or transfer any of Imagimob´s (a) information or software, or (b) technologies developed with or utilizing Imagimob technology, in violation of any applicable laws or regulations of the countries named above or any other country or regulatory regime having jurisdiction over an export or re-export of such products, information, software or technologies.
3. License and Intellectual Property Rights
3.1 Imagimob’s Application. Imagimob shall at all times retain ownership of the Application. Any and all patent, design rights, copyright (including such rights to software), neighbouring rights (including database rights), right to trademark, right to trade name, right to domain name, right to trade secrets, rights following from law on unfair competition or marketing such as passing off or rights to prohibit misleading imitations or business reputation, and any other right of similar kind, which subsists or will subsist now or in the future in any part of the world, whether registered or not, and whether or not possible to register, and any registration of such rights (together with all extensions and renewals) and applications and rights to apply for such registration (“Intellectual Property Rights”) to and in the Application, as well as any copies thereof, are and shall remain the sole property of Imagimob. The Application is licensed subject to the terms and conditions of this Agreement and, for the avoidance of doubt, no ownership rights or Intellectual Property Rights in and to the Application are transferred to Customer under this Agreement.
3.2 License Grant. Subject to the terms and conditions of this Agreement, Imagimob hereby grants Customer a non-exclusive, non-transferable, royalty-free licence to download, install and use the Application locally onto Customer’s computer. The Application may be used solely for the purpose of converting trained AI models into code executable on supported edge devices that include an microcontroller (“MCU”), network processor unit (“NPU”) or any other microcontroller/processor from Infineon for which the Output Data is intended. This licence is granted for internal use only and does not permit distribution, sublicensing, or use of the Application in a cloud-based or networked environment. ”Infineon” shall mean Infineon Technologies AG, Am Campeon 1-15, 85579 Neubiberg, Germany, or an affiliate of Infineon Technologies AG.
3.3 License Restrictions. Any use of the Application not described as permitted use above shall be deemed as prohibited use. Prohibited use of the Application includes, but is not limited to, the following, where Customer shall not:
(a) use, copy, modify, merge or compile all or any portion of the object code of the Application;
(b) distribute any portion of the Application or any derivative of any portion of the Application in a software development product or otherwise in competition with Imagimob’s distribution of the Application;
(c) decompile, disassemble or reverse engineer any object code from of any portion of the Application, except to the extent permitted by law;
(d) disclose any object codes of the Application to any person or entity who are not employees or contractors to Licensee, and which are subject to the confidentiality undertakings set out in this Agreement; or
(e) use all or any part of the Application in order to build a product or service which competes with the Application.
3.4 Input and Output Data. Customer shall at all times retain ownership of, or otherwise ensure that Customer has the necessary licenses, rights, consents and permissions to, all Intellectual Property Rights in and to Input Data and shall obtain ownership of all Intellectual Property Rights in and to Output Data. For the avoidance of doubt, Imagimob does not obtain any Intellectual Property Rights to, including license to use, Input Data or Output Data from Customer under this Agreement. Therefore, for the avoidance of doubt, subject to applicable laws and third parties’ Intellectual Property Rights, as applicable, Customer may use Output Data as Customer wishes, including downloading Output Data onto Customer Devices.
4. Indemnification
4.1 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Imagimob, Imagimob´s affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any losses (including reasonable legal fees) arising out of or relating to any third-party claim concerning or relating to: (a) Customer’s use of the Application (including any activities and use by Customer’s employees and personnel) or use of Input Data and Output Data (including any claims alleging that any such infringes or misappropriates third party’s Intellectual Property Rights or caused personal or property damages); or (b) breach of this Agreement or violation of applicable law by Customer or Input Data. Customer shall reimburse Imagimob for reasonable legal fees, as well as Imagimob´s employees’ and contractors’ time and materials spent responding to any third-party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (b) above at Imagimob´s then-current hourly rates.
4.2 Imagimob Indemnification. Imagimob shall defend, indemnify, and hold harmless Customer and its employees, officers, directors, and representatives from and against any losses (including reasonable legal fees) arising out of or relating to any third-party claim that Customer´s use of the Application infringes any Intellectual Property Rights of such third party in the European Union (EU).
4.2.1 Process pertaining to indemnifications. The obligations under this section 4 shall apply only if the Party seeking defence or indemnity: (a) gives the other Party prompt written notice of the claim; (b) permits the other Party to control the defence and settlement of the claim; and (c) reasonably cooperates with the other Party (at the other Party’s expense) in the defence and settlement of the claim. In no event will a Party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other Party. Damages or other compensation from the infringing third party shall be granted to Imagimob.
5. Confidentiality
5.1 Each Party shall keep any and all information whether disclosed between the Parties in writing, orally, electronically or by any other means relating to, without limitation, the content of this Agreement, financial information, technical information and documentation, trade secrets, know-how, and any other information regarding the Application which is not known to the general public (“Confidential Information”) received from the other Party in connection with this Agreement strictly confidential and shall not disclose such information to any third party without the prior written consent of the disclosing Party. Confidential Information remains the property of the disclosing Party and must be safeguarded accordingly.
5.2 The receiving Party may disclose Confidential Information to its affiliates, employees, consultants, subcontractors or advisers on a need-to-know basis, provided that such persons are bound by appropriate confidentiality obligations. Disclosure may also be made where required by law, regulation or court order, to the extent legally permitted and with prior notice to the disclosing Party. These obligations shall remain in force for the term of the Agreement and for five (5) years thereafter, or, where applicable, for as long as the information remains a trade secret or is subject to statutory confidentiality. Upon request by the disclosing Party, Confidential Information must be returned or securely destroyed.
6. Disclaimers, Warranties and Liability Limitations
6.1 Disclaimer. The Application is provided to Customer on as “as is” and “as available” basis and with any and all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Imagimob expressly disclaims all warranties, whether express or implied, statutory or otherwise, with respect to the Application, Input Data and Output Data, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice.
6.2 No warranties. Without limitation to the foregoing, Imagimob provides no warranty or undertaking and makes no representation of any kind that the Application will (i) meet Customer’s requirements, achieve any intended results, be compatible of work with any other software, applications, systems or services, operate without interruption, meet any performance, quality, accuracy or reliability standards or be error free or that any errors of defects can or will be corrected; (ii) that the Application will be uninterrupted, error-free or free from harmful components; (iii) as to the accuracy, reliability or currency of any information or content provided through the Application; or (iv) that any Input Data, Output Data or other content will be secure or not otherwise lost or altered.
6.3 Limitation of Liability. Granted the above, to the fullest extent permitted by applicable law, Imagimob shall not be liable for any loss or damage, whether direct, indirect, incidental, special or consequential, arising out of or in connection with the use of, or inability to use, the Application (or the Output Data). This limitation shall apply even if Imagimob has been advised of the possibility of such damages. Customer acknowledges that the free download, installation and use of the Application reflects this allocation of risk. To the extent that liability cannot be excluded under applicable law, Imagimob’s total liability of arising out of or in connection with this Agreement, regardless of the legal basis of the claim, shall be limited to the lower of 1 000 SEK or the amount of documented direct damages actually incurred by Customer.
7. Term and Termination
7.1 This Agreement enters into force upon the Effective Date and shall remain in force for as long as the Application is downloaded on and installed in Customer’s systems, in whole or any part thereof.
7.2 This Agreement may be terminated at any time by Customer by uninstalling and deleting the Application in whole from Customer’s systems. In addition, this Agreement shall terminate immediately if Customer fails to comply with any term in this Agreement. Upon termination, the license granted to the Application in this Agreement will terminate simultaneously and Customer agrees immediately to uninstall and stop all access and use of the Application.
8. Miscellaneous
8.1 Entire Agreement. This Agreement constitutes the entire agreement between Customer and Imagimob regarding the Application and supersedes all prior and contemporaneous written or oral agreements between Customer and Imagimob.
8.2 Survival. The Parties’ rights and obligations that by their nature are intended to continue to be in force shall survive the expiration or termination of this Agreement.
8.3 Non-waiver. No failure or delay in exercising any right or remedy under this Agreement will operate as a waiver. No single or partial exercise of any such right or remedy will preclude any other further exercise thereof or of any other right or remedy.
8.4 Remedies. Subject to section 6.3, Customer’s sole and exclusive remedy in case of Imagimob’s breach of this Agreement is to terminate this Agreement in accordance with section 7.2. The available remedies set out in this Agreement shall be the sole and exclusive remedies available to Customer, unless otherwise explicitly mandated by applicable law.
8.5 Severability. If any portion of this Agreement is held to be unenforceable or invalid, the remainder of the provisions shall remain in full force and effect.
9. Governing Law and Dispute Resolution
9.1 This Agreement and any dispute, controversy or claim arising out of or in connection with this Agreement shall be governed by and construed under the substantive laws of Sweden, without reference to its conflicts of law principles.
9.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).
9.3 The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.
9.4 The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover the fact that arbitration has been initiated, all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of all Parties hereto. Notwithstanding the foregoing, a Party shall not be prevented from disclosing such information in order to secure its interests against the other Party in connection with a dispute or if required to do so by law, any applicable stock exchange regulations or the regulations of any other recognised marketplace.