End-User License Agreement
(EULA)

Introduction

Who are we? We are PINOCCHAT s.r.o., Company ID: 199 99 810, with its registered office at Rybná 716/24, 110 00 Praha 1, the Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague under reference C 395360 (“we / us”). You can learn more about us on our website http://www.pinocchat.com (“Website”).

What do we do? We are offering an AI tool which enables you to interact with your own data in a smarter way and create custom chatbots which are based on your own databases and knowledge bases. For the purpose of this document, we will call it “Pinocchat AI” or simply the “App”. You can find more on how Pinocchat AI works on our Website.

And what about this document? This End-User License Agreement (“EULA”) is a binding agreement which is important if you find yourself in one of the following situations:

1. You want to use any Pinocchat AI-based chatbot on our Website or provisioned by us to you (“Chatbot”). We can provide you with the Chatbot somewhere on our Website (e.g., activated by a button in the lower right part of the Website). However, we can also provide you with the Chatbot via other provisioning channels (e.g., MS Teams, APIs, I-Frames etc.).
2. You want to use a solution powered by Pinocchat AI somewhere else. As we make the Pinocchat AI available to our customers who may also put otherwise configured Pinocchat AI-based chatbots or other apps on their websites or in their software, you can also use Pinocchat AI elsewhere. Please bear in mind, that when you use such chatbots or apps, you may be subject to other obligations as per terms of these third parties or contracts you entered into with them.
3. You are a person using the App based on authorization by your employee or business partner (e.g., an employee or contractor of our client who purchased a subscription or a license) and you want to learn more about how to use the App. However, please bear in mind that other agreements may apply to you as well and stipulate other rights and obligations (as mentioned in the next sentence) and you should always inform yourself with your employer or business partner who made the App available to you.

All the ways by which you can access our App will also be called “Provisioning channels”.

If you purchase a subscription or a license to use the App yourself, these relationships are governed by different agreements and not by this EULA, unless stated otherwise.

Do we enter into a binding agreement? Yes, when you use our App in the ways mentioned above, we enter into an agreement. However, do not worry, this agreement does not require you to pay anything (that is if you specifically do not order other services from us). The agreement concerns with other issues mentioned in the next answers.

How do we enter into the agreement? All our agreement is described here in this EULA. We make the EULA available on our Website and potentially on other Provisioning channels before you first use the App. By using the App, you acknowledge that you have read this EULA, understand it and accept to be legally bound by it. If you do not agree with the EULA, do not access and use the App.

What can you find in the EULA? As we give you some access to Pinocchat AI through all of the Provisioning channels, the EULA helps to answer the following questions you may have:

1. How can I use the App? What license do I have?
2. Is there something I cannot or must not use the App for?
3. Does the provider give me any warranties?

The EULA also helps us to inform you about other things we have to or want you to know, such as how can we modify or update the App, how we make it available or what law governs our agreement.

Contact details. You may of course have many more questions. If you do not find the answers, please contact us at contact@pinocchat.com and we will get back to you as soon as possible.

How do we process your personal data? You have to take into account that we might process your personal data if you put it into the App. You can find more about how we process your personal data in our Privacy Policy.

How can you use the App? What are the License Terms?

License in general. We solely license the App to you as per this part of the EULA. We do not sell you the App or give you any exclusive rights.

What is the scope of the License? We grant you a limited, non-exclusive, perpetual, revocable and non-transferable license without quantitative limitation. But what does it mean?

• Limited and non-exclusive. This means that your license to use the App is limited by the scope of the functionalities that we or our customers make available to you and that we can provide the App to any third party and also use the App ourselves.
• Perpetual. As long as you are using the App, your license to use it is effective.
• Revocable. If we decide to do so, mainly if you breach this EULA or otherwise cause us any damages or problems, we may revoke your license and prevent you from using the App.
• Non-transferable. You are not able to transfer the license to anyone else or sublicense the App. If you wish for someone else to use the App, you cannot sell, distribute or otherwise commercially or non-commercially make it available to them. They need to use it in the same way as you – go to our Website or other Provisioning channels and try it for themselves.
• Without quantitative limitation. You can access and use the App on as many devices as you like.

What can I do with the App? Your license allows you to do the following:

• Use the App. You can use the App as we imagined it with all the functions made available to you, by accessing it on any Provisioning channel made available to you by us or our customers. If we make the App available for download or installation, you can do that as well.
• Access and use the messages and results given by the App. When you use our App (the Chatbot), you will get some results. The scope and quality of these results depends on what you put into the App. If you use the App in accordance with this EULA, you may use these results as you please. This includes sharing the results as well. However, please bear in mind that you need to think about what you put in the App and control what you get out of it. More on this in Section “What are our and your responsibilities?”

What can’t I do with the App? You cannot do and must refrain from the following:

• Provide the App to someone else. You cannot license, sell, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially or non-commercially exploit the App or make it available to any third party.
• Infringe anyone’s rights. You cannot use the App to infringe anyone’s rights (intellectual property rights, privacy rights etc.).
• Modify the App. You cannot modify, copy, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the App.
• Interfere with the App. You cannot disrupt the functioning of the App or our services. Mainly, you cannot use the App to perform any penetration or performance tests, or any other activities, which could knowingly or unknowingly affect the availability or integrity of the App, any other Pinocchat AI service or third-party applications of any of our suppliers or customers.
• Remove anything. You cannot remove, alter or obscure any proprietary notice (including any notice of copyright and trademark) of Pinocchat AI, our company, affiliates, partners, customers or other third persons which made the App available to you.
• Present the App as your creation. You cannot use the App as your own creation, offer it to someone under your name or apply for any intellectual property rights we hold.
• Create a competing app or mine our databases or the Website. You cannot use the App and its parts (e.g., source code) to create a new competing App. You also cannot use data mining techniques (e.g., scraping) to mine the App, our databases or the Website.
• Represent that the output created by the App was human-generated. You cannot represent that the output created by the App was human-generated.
• Insert prohibited content into the App. You cannot insert illegal, hateful, harassing or violent content into the App. The same applies to any malware or any other fraudulent software.

Specific agreement. As already mentioned above in the section “And what about this document?”, other agreements we may enter into with your employer, supplier, customer or other entity which enables you access to Pinocchat AI may stipulate the conditions of the license differently. Such agreement takes precedence over this EULA.

Our intellectual property. All intellectual property rights are owned by us. These include copyrights, patents, patent disclosures, inventions (whether patentable or not), trademarks, service marks, registered designs, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, domain names, derivative works, together will all of the goodwill associated with these intellectual property rights (“IPRs”). These IPRs are exclusive property of either our company, or our suppliers or licensors, if applicable. Nothing in this EULA gives you or any third party right to use and exploit these IPRs in contradiction to the license above.

Your intellectual property. You or any third party which made the App available to you, retain ownership of all intellectual property rights in and to the works created through or with assistance of the App. However, please be aware, that the App may use many different LLMs which stipulate their own conditions about “user content”. Sometimes, you may be able to choose between different LLMs yourself. Make sure you know these specific conditions before use.

Parts of the App. Everything in the EULA concerns the App as a whole, along with its source code, object code, documentation and other software made available to you.

Website. All the IPRs as well as permitted and prohibited uses of our App apply for our Website as well.

What are our and your responsibilities?

Your login information. If we make available the App in such a way that you use login credentials (username/e-mail and password) to log in the App, you must safeguard these credentials against any infringement, misappropriation, theft, misuse or unauthorized access. If you think your login credentials were compromised, please inform us immediately.

Indemnification. We are not responsible for any losses, damages, liabilities, claims, actions, judgments, settlements, fines, costs or other expenses of whatever kind, relating to:

• Your use or misuse of the App.
• Your breach of this EULA.
• Your failure to comply with applicable laws or regulations.
• Your breach of other agreements with any third party (non-disclosure agreements etc.).

You agree to indemnify, defend and hold us harmless with relation to any issues mentioned above. This also applies to all of our officers, directors, employees, agents, affiliates and successors.

Responsibility for the content. You are acquainted, agree and take into account that we assume no responsibility for the information or content you submit or make available through the App or the content that is made available to your through the App or by third parties. You represent that you have all rights, licenses, and permissions needed to submit inputs to our App.

Ownership of the inputs and outputs. To the extent permitted by applicable law, you retain your ownership rights in the input and own the output. We assign to you all our rights, titles and interest, if any, in and to the output.

No Warranties. We provide the App to you “AS AVAILABLE”. This means that the App is provided to you with all possible faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, we expressly disclaim all warranties, whether express, implied, statutory or otherwise, including all implied warranties of merchantability, fitness for a particular purpose. This also concerns any warranties made by any third party.

No Representations. We also do not make any representation of any kind that the App will meet your requirements, achieve intended results, be compatible or work with any other software or services, operate without interruption, meet any performance or reliability standards or be error free or than any errors or defects will be corrected, even though we will try to ensure that the App is working flawlessly.

Need to control the inputs and the outputs. We strongly advise you to think about and control the inputs – information you put into the App. Please bear in mind that some information may be protected (e.g., confidential information) and should not be inputted into the App. We also advise you to control the outputs you receive by using the App. These outputs may not be always accurate, reliable or current (depends on how you use our App and what you input into it) and may result in your being liable for an infringement of someone’s rights. We are not responsible for such infringement or any damages or other issues caused by breaching the responsibility to control the inputs or the outputs.

Limitation of liability. If you incur any damages while using the App, the entire liability of our company along with its officers, directors, employees, agents, affiliates and successors as per this EULA and your exclusive remedy for any damages is limited to the amount actually paid by you for the App to us. If you use the App in its free version, you do not have any remedy for damages. This limitation does not apply if we or any other persons mentioned above caused any damages deliberately or we acted with gross negligence. This section applies to all damages, whether special, incidental, indirect, or consequential, including loss of profits or loss of data or other information.

Different jurisdictions. As some jurisdiction may not allow the exclusions or limitations of warranties or limitation of the applicable statutory rights of a consumer, some of the above exclusions and limitations may not apply to you.

How can we modify and update the App?

What about modifications? We reserve the right to modify, suspend or discontinue the App, both temporarily or permanently. We do not have to notify you about this and we have no liability to you with regards to these changes.

How can we update the App? From time to time, we may make enhancements or improvements to the features or functionality of the App. These may include patches, bug fixes, updates or upgrades. These updates may modify or discard certain features or functionalities of the App. You agree that we have no obligation to provide any updates or to provide or enable any particular features or functionalities of the App to you.

Availability of the modifications and updates. We might not make all modifications and updates available to you. Some of these changes may be reserved to certain customers or locations.

Rights to all modifications and updates. All modifications and updates form an integral part of the App and are subject to this EULA. Therefore, they are governed by the same license mentioned above.

Do you have any suggestions?

How can you give us feedback? We welcome any feedback, comments and ideas for improvements. You can contact us at contact@pinocchat.com.

How can we use your feedback? However, please bear in mind, that if we implement any of your feedback, this does not mean that you have any rights in the App. We remain the sole owner of all IPRs. If you decide to contact us, we are free to use, copy, modify or publish your suggestions for any purpose and without any compensation or credit for you. We will not share any of your personal data without your express consent.

What about third-party services?

What are third-party services? The App may display, include or make available third-party content (including data, information, applications and so forth) or provide links to third-party websites or services. The App may also be available as a part of a third-party service (e.g., be available in an application or on a website of our customer).

Our responsibility. You acknowledge that we are not responsible for any third-party content or services mentioned above. We cannot guarantee their accuracy, completeness, valid, copyright compliance or legality. Please always consult the providers of such content and services and their legal documents.

Large language models. Pinocchat AI may work by using large language models of third parties (“LLMs”). These models are necessary so that Pinocchat AI may answer your questions and queries in the App. Different LLMs may be used, some of which may be third-party SaaS LLMs, or self-managed LLMs. What does this mean?

• Third party SaaS LLM. By third party managed SaaS LLM, we mean a LLM which is provided by a third party as software-as-a-service. This means that your messages and information included in Pinocchat AI may be transferred elsewhere and used to train such third-party LLMs or Pinocchat AI. The example of such external LLM is GPT-4 and its later versions.
• Self-managed LLM. By self-managed LLM, we mean a LLM which is generally also created and provided by a third party, but its setup and processing of information you enter into it are managed either on our servers, or our customer’s public or private servers. Pinocchat AI does foresee such LLMs to be run in stateless inference mode (it does process information you insert but does not learn on it nor store it), thus no information shall be transferred elsewhere then servers managed by us, or our customers (closed circuit). However, since these LLM engines are ‘self-managed’ and there are many LLMs which we or our customer may decide to use, it is possible that LLM engines in so-called training mode are connected.

What LLMs do we use? We use the LLM mentioned at the beginning of each Chatbot’s conversation. Informing about the LLM is optional part of the Chatbot, which can be configured by our customers.

Use by our customers. We recommend our customers to set up the App and use the LLMs as described above (stateless inference mode). However, please be advised, that our customers may have separate agreements and rules which may deviate from the description above. Our customers are free to choose the LLM used with Pinocchat AI themselves. We do not control what LLM is used. Please, always make yourself familiar with other agreements and rules stipulated by our customers, who enable you to access the Pinocchat AI.

How long does our agreement last and how can we both end it?

Term. This EULA remains in effect until terminated by you or us. This EULA also partially governs your use of the App when it is made available to you by our customers. In such a case, this EULA remains in effect until your agreement with our customer (and therefore your access to the App) is terminated by you or our customer. However, some responsibilities may survive the termination of the EULA. For example, you should still control the outputs received from Pinocchat AI and use them in a similar way as stipulated in this EULA to prevent any issues.

How can you terminate our agreement? You can stop using our Services at any time.

How can we terminate our agreement? We reserve the right to suspend or terminate your access to the App or delete your account if we determine:

• You breached this EULA or other policies we made available to you.
• We must do so to comply with the law.
• Your use of our App may cause risk or harm to us, our users, or anyone else.

We may do so without prior notice.

Inactivity. We may also terminate your access to the App or account if you have not used our App for over a year and you do not have a paid account. If we do so, we will provide you with advance notice.

Contact us. If you believe we have suspended or terminated your account or access to the App in error, please contact us at contact@pinocchat.com.

Conclusion.

Severability. If any provision of this EULA is deemed to be unenforceable or invalid, remaining provision of this EULA will continue in full force and effect. We will change and interpret such an invalid provision to accomplish the objectives of such provision to the greatest extent possible under applicable law.

Amendments. We may modify or replace this EULA at any time. If such a revision is material, we will provide at least 15 days’ notice prior to any new terms taking effect, either by e-mail or on our Website. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our App after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the App. If you do not wish to use the App under the revised conditions, please inform us before the new EULA becomes effective. If you do not have any user account created with us, you can just stop using the App. If you have an account, please contact us at contact@pinocchat.com.

Governing law and jurisdiction. This EULA and your use of the App are governed by the laws of the Czech Republic, excluding its conflict of law rules. Your use of the App may also be subject to other laws, especially if you are a consumer. All disputes with regard to the EULA will be settled by local courts of the Czech Republic, unless you are a consumer and applicable laws state otherwise.

Copyright complaints. If you believe that we have infringed your intellectual property rights, please send notice to contact@pinocchat.com. Your notice should include:

• a description of the copyrighted work that you claim was infringed upon
• a description of where the work is located on our Website or in our App, so that we can find it
• your name, surname, address, e-mail address and telephone number
• a statement of your good faith, where you confirm that the alleged infringement is not authorized by the copyright owner or the law
• your physical or electronic signature
• a statement that all above information is accurate and that you are the copyright owner or are authorized to act on the copyright’s owner behalf.

However, please bear in mind that among others, we and our customers use also third-party LLMs in our App (such as GPT) and our users create the outputs themselves, so we cannot generally be held liable for any copyright infringement. If you contact us and we learn about any intellectual property rights infringement, we may delete or disable infringing content or terminate access to the App or the account of repeat infringers.

Consumers. Our App is focused on business users. If you are a consumer in the European Economic Area (EEA) or elsewhere where the actions mentioned hereunder are permitted, however, you may have some rights if you use our App. Please be informed, that this applies to you only if you entered into an agreement with us as a consumer by creating a user account or using Pinocchat AI provisioned to you either by us, or by our customer. These rights include:

• Withdrawal. You may withdraw from this EULA within 14 days of accepting it by contacting our support at contact@pinocchat.com. Afterwards, we will close your account, if such functionality is made available and you created an account. Please bear in mind, that unless you created an account, you can access our App made available on our Website or other websites or in other apps freely and your withdrawal is only formal as you can withdraw by not using the App anymore.
• Alternative dispute resolution. If you reside in the EEA, you can also raise disputes with an alternative dispute resolution body via the European Commission’s Online Dispute Resolution (ODR) Platform, which you can access at https://ec.europa.eu/consumers/odr.

Excluded provisions. We exclude the following provision of the Act No. 89/2012 Coll., Czech Civil Code, in the maximum extent: Sections 2389a to 2389u concerning the provision of digital content.

Geographic restrictions. We are based in the Czech Republic and maintain compliance with the Czech Republic and EU laws and regulations. If you use the App from outside the Czech Republic, you are solely responsible for compliance with local laws. We do not geographically restrict the use of the App in any way, unless we need to comply with any regulations.

Entire agreement. This EULA constitutes the entire agreement between you and us. However, if you purchase a subscription to the App or any other services from us, we may enter into other agreements as well.

This EULA is effective as of January 19, 2024.