Software Licence Agreement for Zhare.ai

1. Grant of Licence

Subject to the terms and conditions of this Agreement and your compliance with our Terms of Service, Licensor grants you a revocable, non-exclusive, non-transferable, limited licence to download, install and use the Software strictly in accordance with the terms of this Agreement.

1.1 Web Application

You may access and use the Zhare.ai web application for personal or commercial purposes as permitted by your subscription plan and our Terms of Service.

1.2 Desktop Applications

You may download, install, and use our desktop applications built with cross-platform desktop frameworks. Desktop applications are licensed for use on devices you own or control. You may install the Software on multiple devices, subject to concurrent usage limits in your subscription plan.

1.3 Software Development Kits (SDKs)

Subject to compliance with our API Terms and rate limits, you may use our SDKs to integrate Zhare.ai functionality into your applications:

• JavaScript SDK: For web browsers and JavaScript environments
• Node.js SDK: For server-side applications and IoT devices
• Python SDK: For Python applications, robotics, and data science
• Widget SDK: For embedding Zhare.ai features on your website

SDK usage is subject to additional terms and conditions specific to each SDK, available in the SDK documentation.

1.4 Third-Party AI Models

Desktop applications support local execution of third-party AI models using native processing libraries. You are responsible for obtaining and complying with the licenses for any third-party AI models you use. We do not grant you any license to third-party models.

2. Restrictions on Use

You agree not to, and you will not permit others to:

• License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or make the Software available to any third party (except as permitted for SDK usage).
• Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Software, including obfuscated code.
• Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Licensor or its affiliates, partners, suppliers or the licensors of the Software.
• Use the Software for any illegal purpose, or in violation of any local, state, national, or international law.
• Deobfuscate, decode, or attempt to extract source code from obfuscated portions of the Software.
• Circumvent or disable any security features, license validation, or usage tracking mechanisms.
• Use the Software to create a competing product or service.
• Interfere with or disrupt the integrity or performance of the Software or third-party data contained therein.
• Attempt to gain unauthorized access to the Software, related systems, or networks.

SDK Exception: You may integrate and distribute our SDKs as part of your applications, provided you comply with the SDK-specific license terms and properly attribute Zhare.ai.

3. Intellectual Property Rights

The Software, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Licensor. Nothing in this Agreement grants you any rights to use the trademarks, service marks, or logos of Licensor or its affiliates.

3A. Open Source Components

The Software may incorporate open-source software components licensed under various open-source licenses, including but not limited to MIT License, Apache License 2.0, and other permissive licenses. A complete list of open-source components and their licenses is available in the Software's documentation and LICENSES.txt file. Your use of these open-source components is subject to their respective license terms.

3B. Third-Party Services and Integrations

The Software integrates with and relies upon various third-party services, including but not limited to:

Backend Services

Various cloud backend service providers - subject to their respective terms of service.

Analytics and Monitoring

Third-party analytics and error monitoring service providers - subject to their respective terms and privacy policies.

Payment Processing

Payment processing service provider - subject to their terms of service and privacy policy.

Your use of these third-party services through the Software is subject to your acceptance of their respective terms and conditions. Licensor is not responsible for the functionality, availability, or terms of third-party services.

3C. Updates and Modifications

Licensor reserves the right to modify, update, or discontinue the Software (or any part thereof) at any time with or without notice. You acknowledge that:

• Desktop applications may automatically check for and install updates
• You may configure auto-update settings in the application preferences
• Critical security updates may be mandatory and automatic
• Updates may change functionality, add new features, or remove deprecated features
• Continued use of the Software after updates constitutes acceptance of the updated Software

3D. Data Collection and Telemetry

The Software may collect usage data, performance metrics, error reports, and analytics as described in our Privacy Policy. By using the Software, you consent to this data collection. You may opt out of non-essential data collection in your account settings.

Desktop applications may collect:

• System information (OS version, hardware specifications)
• Application performance metrics (CPU/memory usage, response times)
• Error logs and crash reports
• Feature usage statistics

This data is used to improve the Software, diagnose issues, and provide technical support. See our Privacy Policy for details on how data is handled.

3E. Security and Compliance Standards

The Software implements industry-leading security and compliance standards:

3E.1 Information Security

• ISO 27001: Information Security Management System controls including cryptographic protection, access control, and malware protection
• SOC 2 Type II: Trust Services Criteria compliance (Security, Availability, Privacy)
• Encryption: Industry-standard encryption algorithms for data at rest, strong TLS protocols for data in transit, advanced post-quantum encryption for AI communications
• Access Controls: Role-based access control (RBAC) and multi-factor authentication (MFA)
• Audit Logging: Comprehensive tamper-evident logs with 7-year retention

3E.2 Privacy Compliance

• GDPR: Full compliance with EU General Data Protection Regulation
• CCPA/CPRA: California Consumer Privacy Act and Privacy Rights Act compliance
• Australian Privacy Principles (APPs): Privacy Act 1988 (Cth) compliance
• UK GDPR: Data Protection Act 2018 compliance
• HIPAA: Infrastructure ready for Protected Health Information with Business Associate Agreements available

3E.3 Data Protection Obligations

By using the Software, you acknowledge that:

• Personal data is protected by field-level encryption and secure storage
• You have comprehensive data rights including access, rectification, erasure, portability, and objection
• Data Processing Agreements (DPAs) are available for enterprise customers
• Business Associate Agreements (BAAs) are available for healthcare data processing
• Automated compliance reporting and audit trails are maintained
• Vendor risk management ensures third-party processors meet security standards

4. Termination

This Agreement is effective until terminated. Licensor may terminate this Agreement at any time, with or without cause, by providing notice to you. This Agreement will terminate immediately, without prior notice from Licensor, in the event that you fail to comply with any provision of this Agreement. Upon termination, you shall cease all use of the Software and destroy all copies, full or partial, of the Software.

Upon termination:

• You must uninstall all desktop applications from your devices
• You must cease using all SDKs and remove them from your applications
• Any API keys or access tokens will be revoked
• You will lose access to cloud-stored data (subject to data retention policies in our Privacy Policy)
• Locally stored data may remain on your device but will no longer sync

5. Enterprise Licensing

5.1 Enterprise Deployment

Enterprise customers may deploy the Software in private cloud, on-premises, or air-gapped environments subject to an Enterprise License Agreement. Enterprise features include:

• Self-hosted backend infrastructure with supported backend providers
• Advanced security controls and compliance reporting
• Service Level Agreements (SLAs) and priority support
• Custom integrations and API access
• Dedicated infrastructure and isolated tenancy

5.2 Data Processing Agreements

Enterprise customers processing personal data may execute a Data Processing Agreement (DPA) with Licensor to ensure GDPR, CCPA, and other privacy law compliance. The DPA covers:

• Data processor obligations and limitations
• Sub-processor authorizations and notifications
• Data security measures and breach notification procedures
• International data transfers and Standard Contractual Clauses (SCCs)
• Audit rights and compliance certifications

5.3 Healthcare Data and HIPAA BAA

Healthcare organizations processing Protected Health Information (PHI) must execute a Business Associate Agreement (BAA) with Licensor before using the Software for PHI processing. Contact privacy@zhare.ai to request a BAA template.

6. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, 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.

Australian Consumer Law Note: Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be lawfully excluded, restricted, or modified. To the extent permitted by law, our liability for breach of any implied warranty or condition that cannot be excluded is limited, at our option, to resupplying the Software or paying the cost of having the Software resupplied.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE) [...] EVEN IF LICENSOR OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Australian Consumer Law Note: This limitation does not exclude liability for death or personal injury caused by gross negligence or willful misconduct, or any other liability that cannot be lawfully excluded under the Australian Consumer Law.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Victoria, Australia, without regard to its conflict of law provisions. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Victoria, Australia.

For enterprise customers, alternative dispute resolution mechanisms may be specified in the Enterprise License Agreement.