SERA 1 TERMS OF USE
Effective Date: January 3, 2026
Parties: These Terms of Use (the "Terms") govern access to and use of the SERA software, services, models, datasets, documentation, APIs and related technical support provided by [Developer Entity Name] ("Developer," "we," or "us") to the licensee or subscriber ("Customer" or "you").
1. Definitions
1.1. "SERA" means the software system marketed as Sentiment Evaluation and Recursive Analysis, including models, weights, code, APIs, documentation, updates, and related services.
1.2. "Commercial Use" means use intended to generate revenue, support operations that generate revenue (including operational budgets for public agencies), promote a brand, or otherwise support activities that are remunerated or monetized.
1.3. "LEA" means an organisation lawfully constituted to perform law-enforcement functions in its jurisdiction and able to provide verified credentials.
1.4. "Confidential Information" has the meaning set out in Section 12.
1.5. "Prelaunch Subscription" or "Preorder" means any subscription or periodic billing plan sold prior to general availability of the final product or feature set.
1.6. "AFRIA" means the Fundamental Rights Impact Assessment or an equivalent independent fairness, human-rights, and privacy audit.
2. License Grant and Scope
2.1. Subject to these Terms and Customer's timely payment of fees, Developer grants Customer a non-exclusive, non-transferable, revocable license to use SERA strictly in accordance with the Agreement and any applicable Annexes (the "License").
2.2. The License is limited by the license tier, environment (production, staging, forensic, local evaluation), and permitted user groups listed in the Order Form. Any use outside these limits is a material breach.
2.3. Unless expressly licensed in writing, SERA is not licensed to consumers, the general public, or entities that cannot demonstrate adequate legal authority and operational safeguards.
3. Eligibility, Verification, and Onboarding
3.1. Access will be granted only after Developer verifies Customer identity and authorization to use SERA for the declared purpose. Customer must provide government identification, LEA credentials, and any corporate proof requested.
3.2. Developer reserves the right to refuse or revoke access at any time if verification fails or if Developer reasonably suspects misuse, lack of authority, or non-compliance with applicable law.
4. Accounts, Credentials, and Credential Management
4.1. Credentials are issued per verified account and must not be shared. Use of shared or automated credential rotation without Developer's written consent is prohibited.
4.2. Credentials require periodic renewal as set out in the Order Form. Failure to renew may result in automatic suspension.
4.3. If Customer suspects compromise, Customer must notify Developer immediately; Developer may suspend access until the compromise is resolved.
5. Payment, Billing, Prelaunch Subscriptions, and Refunds
5.1. Fees, billing cycles, and payment terms are set in the applicable Order Form. All recurring fees are billed in advance unless otherwise stated.
5.2. For any Prelaunch Subscription or Preorder plan:
a. Developer will plainly disclose the product status as prelaunch and provide a published delivery timeline and milestones.
b. Prelaunch Subscribers must receive periodic, material value (for example: developer updates, access to alpha/beta releases, usage credits, dedicated support, or price protection). Charging recurring fees without delivering interim value is prohibited.
c. Prelaunch subscribers will have the right to cancel at any time prior to final launch and will be eligible for a pro rata refund of prepaid fees for undelivered items unless otherwise agreed in writing.
d. Automatic conversion of a Prelaunch Subscription into a full production subscription requires explicit, informed consent by the Customer at the time of conversion; silence or passive acceptance is not sufficient.
5.3. All taxes, duties, or similar charges related to payments are the Customer's responsibility unless explicitly stated otherwise. Developer will collect VAT/GST where applicable.
6. Permitted Use and Value During Wait Periods
6.1. Customer will ensure that every paying user receives meaningful value commensurate with fees charged. Where features are unavailable, Developer will provide compensatory benefits clearly described in the Order Form.
6.2. Recurring charges for unavailable functionality are allowed only when compensated by interim deliverables described in writing.
7. Prohibited Uses and Security Enforcement
7.1. Customer shall not:
a. Reverse engineer, decompile, reproduce internal scoring scales (e.g., 0.0–100.0 harmfulness indices), or attempt to derive model internals;
b. Use SERA to facilitate illegal surveillance, discrimination, or activities that violate human rights;
c. Repack, resell, or redistribute SERA binaries, model weights, or unique outputs to unauthorised third parties without Developer's express written consent;
d. Provide consumers with model internals, raw risk flags, or uncontextualised outputs that could materially harm individuals or interfere with legal rights, unless accompanied by properly documented legal authority, consumer notice, redaction, and audit controls approved by Developer.
7.2. Developer may immediately suspend access and require remedial measures if there is a credible violation of Section 7.1. Suspension will not relieve the Customer of payment obligations for the suspension period.
8. Forensic Integrity, Data Handling, and Chain of Custody
8.1. Where Customer persists forensic artifacts (context maps, logs, or exported evidence), Customer must implement access controls, tamper-evident storage, and retention schedules that preserve chain of custody.
8.2. Customer must maintain immutable audit logs for administrative actions, model scoring, and data exports for at least the period required by applicable law or the Order Form, whichever is longer.
8.3. If Customer exports reportable investigative artifacts, those exports must include metadata sufficient to trace provenance and transformation, and must be stored under the same controls.
9. Data Privacy, Collection, and Sharing
9.1. Developer and Customer will comply with applicable data protection laws. Customer is the data controller for end-user data unless the Order Form states otherwise.
9.2. Customer will obtain valid legal authorisations and informed consent when required by law to process conversational metadata and personal data.
9.3. Transmission of personal data to Developer will be limited to the minimum necessary. Where Developer processes personal data as a processor, processing will be governed by a separate Data Processing Addendum (DPA).
9.4. Sharing of model outputs or data with consumers or public third parties is allowed only per Section 7 and any DPA; unauthorized public disclosure is a material breach.
10. Security and Incident Response
10.1. Developer and Customer agree to maintain industry-standard technical and organizational measures to protect data. Minimum standards will be documented in the Security Annex.
10.2. In the event of a confirmed data breach affecting Personal Data, the affected party will notify the other within seventy-two (72) hours of discovery and will cooperate in incident response, mitigation, regulatory reporting, and remediation. Notifications to end-users or regulators will be coordinated and shall not be made unilaterally when legal counsel advises joint messaging.
11. Intellectual Property and Derivatives
11.1. Developer retains all right, title, and interest in SERA, including all intellectual property, model architecture, weights, and training datasets, excluding Customer's Customer Data or Customer-owned derivative code specifically and exclusively produced by Customer.
11.2. Customer may generate derivative works that are limited to adaptations or connectors for Customer internal use. Distribution of derivative works outside the License scope requires prior written approval and may require a separate license and fees.
11.3. Any local fine-tuning or monotonic updates to model weights done by Customer remain subject to Developer's ownership unless otherwise agreed in writing. Customer must label any such locally trained model and cannot represent it as independent of Developer's IP without express permission.
12. Confidentiality
12.1. "Confidential Information" means non-public information disclosed in connection with these Terms. Confidential Information does not include information that is (a) publicly known through no breach; (b) received from a third party without breach; or (c) independently developed.
12.2. Each party will protect Confidential Information with at least the same care it uses for its own confidential materials and will use such information only to exercise rights or perform obligations under these Terms.
12.3. Obligations under this Section survive termination for five (5) years, or longer if required by law or the Order Form.
13. Anti-Evasion and Abuse Controls
13.1. Customer shall not intentionally attempt to probe, evade, or defeat SERA's detection logic in ways that enable unlawful conduct. Any testing for evasion must be pre-approved in writing and performed in a controlled environment.
13.2. Developer may deploy countermeasures and require remediation if evasion testing is performed without authorization.
14. Audit, Reporting, and Compliance
14.1. Developer reserves the right to audit Customer's use of SERA (including logs and exported artifacts) to verify compliance. Audits will be conducted no more than once per 12 months unless Developer reasonably suspects a material breach.
14.2. Developer will provide reasonable prior notice for audits and will minimize operational disruption. If audit reveals non-compliance, Customer will reimburse Developer for audit costs and promptly remediate.
14.3. Customer must produce AFRIA or equivalent audit documentation prior to production deployment; Developer may condition continued production access upon receipt and developer's reasonable review.
15. Warranties, Disclaimers, and Performance
15.1. Developer warrants that it has the right to license SERA and will provide Services materially in accordance with documentation.
15.2. EXCEPT AS EXPRESSLY STATED, SERA IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. DEVELOPER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
15.3. Customer acknowledges that SERA is a decision-support tool and does not establish legal guilt, responsibility, or final determinations. Customer bears sole responsibility for outcomes arising from reliance on SERA outputs.
16. Indemnification
16.1. Customer will indemnify, defend, and hold Developer harmless from third-party claims arising from: (a) Customer's misuse of SERA; (b) any breach of these Terms by Customer; (c) Customer's failure to obtain required legal authorisations or AFRIA; and (d) Customer's redistribution or publication of model internals in breach of these Terms.
16.2. Developer will indemnify Customer against third-party claims that SERA, when used as permitted, infringes a third party's intellectual property rights, subject to Customer's cooperation and control of the defense.
17. Limitation of Liability
17.1. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
17.2. SUBJECT TO APPLICABLE LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO DEVELOPER UNDER THE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. This cap does not apply to indemnity obligations for third-party IP claims or to liability arising from a party's gross negligence or willful misconduct.
18. Term, Suspension, and Termination
18.1. These Terms commence on the Effective Date and continue until terminated in accordance with these Terms or the Order Form.
18.2. Developer may suspend or terminate access, in whole or in part, if Customer materially breaches these Terms and fails to cure within thirty (30) days after notice; immediate suspension is permitted when Developer reasonably believes there is imminent risk of harm, unlawful activity, or breach of credentials.
18.3. Upon termination or expiration, Customer must cease use of SERA, return or securely destroy Developer Confidential Information, and pay any outstanding fees. Sections 8–18 and any other provisions that by their nature should survive termination will survive.
19. Export Controls and Sanctions
19.1. Customer shall not export, re-export, transfer, or disclose SERA or related materials in violation of export control or sanctions laws. Customer will provide required export control information and attestations upon request.
20. Governing Law and Dispute Resolution
20.1. These Terms are governed by the law specified in the Order Form. If the Order Form does not specify, the laws of [Developer's Jurisdiction] govern, excluding conflict-of-law rules.
20.2. The Parties will first attempt to resolve disputes by negotiation. If unresolved within sixty (60) days, disputes will be resolved by binding arbitration in the seat specified in the Order Form or, if none, [Developer's City], under the arbitration rules then in effect. Either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm.
21. Changes to Terms and Service
21.1. Developer may update these Terms with thirty (30) days' prior written notice when changes are material. For material changes that adversely affect Customer's use, Customer may terminate the affected Order Form without penalty if Customer provides written notice within thirty (30) days of the change.
21.2. Non-material changes may be posted and will be effective immediately; Developer will notify Customer of such changes.
22. Third-Party Components
22.1. SERA may use open-source or third-party components subject to additional license terms. Customer will comply with those licenses where applicable. Developer will disclose material third-party components on request.
23. Miscellaneous
23.1. Entire Agreement. These Terms and any Order Forms, DPAs, and Security Annexes constitute the entire agreement.
23.2. Severability. If a provision is unenforceable, the Parties will replace it with a valid provision that most closely reflects the original intent.
23.3. Assignment. Customer may not assign rights without Developer's prior written consent except to an affiliate; Developer may assign to an acquirer.
23.4. Notices. Notices shall be delivered as specified in the Order Form.
24. Recommended Operational Controls (Summary for Customers)
24.1. Obtain AFRIA before production deployment.
24.2. Maintain tamper-evident logs and chain-of-custody procedures.
24.3. Provide meaningful interim value for any prelaunch subscriber and avoid continuous billing without delivery.
24.4. Limit disclosure of raw model flags to authorized internal personnel; when disclosures to external parties are necessary, require redaction, context, and legal authority.
24.5. Coordinate incident and external communications with Developer.