# End User License Agreement (EULA)

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 privacy@alato.co.nz
[privacy@alato.co.nz].

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