1. END USER LICENSE AGREEMENT (EULA)
Last Updated: 8 March 2026
Version: 2.0
This End User License Agreement ("Agreement") is between you ("User") and Alato Limited ("Company") regarding the Alato Lab software-as-a-service platform ("Service").
1. LICENSE GRANT
1.1 License: Subject to your compliance with this Agreement, Alato Limited grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business or research purposes.
1.2 Restrictions: You may not copy, modify, distribute, sell, lease, or sublicense any part of the Service unless expressly permitted in writing by Alato Limited.
2. DATA OWNERSHIP & INTELLECTUAL PROPERTY
2.1 Your Data: You retain full ownership of the data, files, and information you upload to the Service ("User Data").
2.2 License to Us: In order to:
Provide the Service to you;
Diagnose technical issues and security;
Create reports based on the data;
Improve ML models (only with your consent per Section 2.4).
You grant us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, and process User Data.
2.3 Service & Model Ownership:
We own the Service, software, algorithms, and machine learning models.
Custom Enterprise Models: Ownership of custom models trained exclusively for a specific enterprise client shall be governed by a separate Enterprise Agreement.
2.4 AI Training Consent:
Opt-in: You choose whether to contribute data to AI training.
Change Anytime: You may change this preference at any time, but insights from your data that have already been incorporated into a model cannot be reversed.
No Penalty: Opting out does not affect core Service functionality.
Effect: If you opt-out, we will not use your data for future model training.
2.5 Your IP Warranties: You warrant that you own or have the necessary rights to upload all User Data and that it does not infringe any third-party intellectual property rights.
2.6 Infringement Response: We may remove content and suspend accounts for copyright infringement. Counter-notices may be sent to [email protected].
2.7 Feedback License: If you provide us with any feedback, suggestions, or feature requests regarding the Service ("Feedback"), you grant Alato Limited a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our products without any obligation or compensation to you.
3. DATA PRIVACY & ANALYTICS
3.1 Privacy Policy: We process personal data in accordance with our Privacy Policy (incorporated by reference).
3.2 Analytics: We use PostHog to track usage patterns.
3.3 Aggregated Analytics: We may continue to collect anonymous, aggregated usage data for essential system performance monitoring even if you opt-out of personalized tracking.
4. DATA DELETION & ANONYMIZATION
4.1 Right to Erasure: We delete personal data upon request in accordance with the GDPR and NZ Privacy Act 2020.
4.2 Legal Holds: We may retain certain data (e.g., billing records) for up to 7 years to comply with tax and legal obligations.
4.3 Anonymized Data (If AI Training Consented):
If you have consented to AI training, you agree that we may use an anonymization process to permanently de-identify your data:
Process: We remove all unique identifiers (names, emails, IPs), aggregate your data with at least 10 other users, and apply differential privacy techniques.
Re-identification Prohibition: We commit never to attempt to re-identify this data.
Usage: We may use this Anonymized Data indefinitely for research and model training.
Opt-out Effect: Opting out stops future anonymization but does not require deletion of data that has already been anonymized, as it is no longer considered Personal Data.
5. FEES & PAYMENT
5.1 Billing: Fees are billed in advance on a recurring monthly or annual basis. All fees are non-refundable except as expressly stated. In some enterprise cases, pricing may be offered on a project basis when agreed upon by both parties.
5.2 Price Changes: We will provide at least 60 days' notice of any price changes. Changes take effect at the start of your next billing cycle.
5.3 Taxes: Fees are exclusive of taxes. You are responsible for all applicable taxes (e.g., GST, VAT).
5.4 Refunds: We provide a pro-rata (based on number of files processed) refund only if you cancel within 14 days of your initial purchase.
6. USER OBLIGATIONS
6.1 Security: You are responsible for safeguarding your password. You must notify us immediately of any unauthorized access.
6.2 Prohibited Uses: You may not:
(a) Reverse engineer, decompile, or disassemble the Service;
(b) Use the Service for illegal activity or to violate others' rights;
(c) Upload malware, viruses, or harmful code;
(d) Attempt unauthorized access to systems or other users' accounts;
(e) Use the Service for competitive benchmarking without our prior written consent;
(f) Scrape, crawl, or extract system data using automated tools.
6.3 Warranties: You warrant that:
(a) You have proper rights to upload all User Data;
(b) You have obtained necessary consents for any personal data (e.g., voices) included in your recordings.
6.4 Fair Usage Policy: You agree to comply with the usage limits defined in Section 16.
6.5 Data Backup: You are responsible for maintaining your own backup copies of User Data. We are not responsible for data loss or corruption.
7. TERMINATION
7.1 By You: You may close your account at any time via Account Settings or by emailing us.
7.2 By Us: We may immediately suspend or terminate your account for:
Breach of this Agreement;
Fraudulent activity or non-payment;
Violation of the Fair Usage Policy;
Illegal use of the Service.
7.3 Effect of Termination: Your access ceases immediately. Data is deleted per Section 4 within 30 days. You remain liable for any unpaid fees.
8. SERVICE AVAILABILITY
8.1 "As Available": We do not guarantee that the Service will be uninterrupted, timely, secure, or error-free.
8.2 Maintenance Notice: We will provide at least 48 hours' notice for scheduled maintenance, except in emergencies requiring immediate action.
8.3 No SLA: Unless expressly agreed in a separate Enterprise Agreement, we do not provide a Service Level Agreement (SLA).
9. WARRANTIES DISCLAIMER
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE RESULTS OBTAINED FROM THE SERVICE (INCLUDING SPECIES IDENTIFICATION OR BIOACOUSTIC ANALYSIS) WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR YOUR SPECIFIC PURPOSE. USE AT YOUR OWN RISK.
10. AI & DECISION-MAKING DISCLAIMER
10.1 Research Purpose Only: Outputs and classifications are for research and decision-support purposes only. They are not definitive determinations.
10.2 No Professional Advice: The Service does not provide environmental, legal, or regulatory advice. Do not rely on it as a substitute for expert human judgment.
10.3 Your Responsibility: You assume full responsibility for any decisions made based on Service outputs. You must verify critical findings, especially for regulatory compliance or conservation decisions.
10.4 Model Limitations: Machine learning models have inherent limitations and biases. Performance varies by acoustic environment and species.
11. INDEMNIFICATION
11.1 Your Indemnification of Us: You agree to indemnify, defend, and hold harmless Alato Limited from any claims, damages, losses, or costs (including attorneys' fees) arising from:
(a) Your use or misuse of the Service;
(b) Your User Data (including claims regarding IP rights or illegal recordings);
(c) Your violation of this Agreement or applicable law.
11.2 Process: We will notify you of any claim, give you control of the defense (subject to our consent for any settlement), and cooperate at your expense.
11.3 Our Indemnification of You: We will indemnify you against third-party claims that the Service itself (excluding your User Data) infringes intellectual property rights, subject to the liability cap in Section 12.
12. LIABILITY LIMITATION
12.1 Aggregate Liability Cap: To the maximum extent permitted by law, Alato Limited's total aggregate liability arising out of this Agreement shall not exceed the greater of:
(a) The total amount paid by you to us in the 12 months preceding the claim; OR
(b) One Thousand New Zealand Dollars (NZD $1,000.00).
12.2 Exclusion of Consequential Damages: We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, use, or goodwill.
12.3 Exceptions: This limitation does not apply to liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
13. FORCE MAJEURE
13.1 Excused Performance: Neither party is liable for failure to perform (except payment) due to causes beyond reasonable control, including acts of God, war, pandemics, government actions, infrastructure failures, or cyber-attacks.
13.2 Extended Force Majeure: If the event continues for more than 30 days, either party may terminate this Agreement.
14. GOVERNING LAW & DISPUTE RESOLUTION
14.1 Governing Law: This Agreement is governed by the laws of New Zealand.
14.2 Consumer Guarantees Act Exclusion: The parties acknowledge that the User is acquiring the Service for the purposes of a business in trade, and the Consumer Guarantees Act 1993 and Sections 9, 12A, and 13 of the Fair Trading Act 1986 do not apply.
14.3 Jurisdiction: The courts of New Zealand shall have exclusive jurisdiction.
14.4 Negotiation: The parties agree to attempt good-faith negotiation for 30 days before initiating litigation.
15. EXPORT CONTROLS
15.1 Compliance: You agree to comply with all applicable export control and sanctions laws.
15.2 Restricted Uses: You may not use the Service for military applications, weapons development, or human rights violations.
16. FAIR USAGE POLICY
To ensure quality service for all users and prevent abuse, the following limits apply:
16.1 Prohibited Patterns: No automated scraping, resource hogging, crypto mining, or unauthorized reselling.
16.2 Enforcement: We reserve the right to throttle or suspend accounts for violations. We will typically issue a warning for first offences.
16.3 Storage Cleanup: Files unused for >12 months may be archived to cold storage (requiring 72 hours to retrieve).
17. AGREEMENT CHANGES
17.1 Updates: We may update this Agreement by posting the new version on our website.
17.2 Material Changes: We will provide 30 days' email notice for material changes. Continued use implies acceptance.
18. GENERAL PROVISIONS
18.1 Entire Agreement: This Agreement, the Privacy Policy, and any DPA constitute the entire agreement.
18.2 Severability: If any provision is invalid, the rest remain in effect.
18.3 Assignment: You may not assign this Agreement without consent. We may assign it freely.
18.4 Notices: Notices are sent to your account email.
18.5 Publicity Rights: You agree that we may use your company name and logo in our marketing materials to identify you as a customer. You may revoke this right by emailing us.
Contact:
Alato Limited
Address: 20 Marshmeadow Road, Hamilton, New Zealand