Last updated: 2/9/2026
Fundamental Technologies Inc. Enterprise User License Agreement
Scope.
Agreement and Parties. This Enterprise User License Agreement (“EULA”) applies to and is entered into between Fundamental Technologies Inc. (“we,” “us,” or “Provider”) and the individual or entity (“you” or “Customer,” and each of Customer and Provider, a “Party”, and together, the “Parties”) that uses our Product. This EULA is effective as of your first use of or access to the Product. Neither Amazon Web Services, Inc. nor any of its Affiliates (collectively, “AWS”) is a party to this EULA and none of them will have any liability or obligations under this EULA. “Affiliate” means any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with a Party. “User” means you, your Affiliates, your employees, and other persons acting on your behalf that are authorized by you or your Affiliates to use the Services as permitted under this EULA.
Updates to the EULA. We may amend this EULA at any time by posting the modified version in the Product Listing. The changes will take effect (a) once a User uses the Products after such change or (b) upon the effective date stated in such modified version (if later). This EULA may also be changed by an amendment mutually agreed upon in writing by the Parties, which may, in accordance with such amendment’s terms, take precedence over any conflicting provisions of the then-current posted EULA.
Access and Use.
Product Subscription. Provider will use reasonable efforts to fulfill the Subscription to Customer in accordance with this EULA. A Subscription, as described in the applicable Product Listing and the corresponding purchase transaction, will be for Product internally deployed in Customer’s Computing Environment. Additional information concerning the Product and related services that are referenced in the Product Listing are a part of the Product Listing; such information may include but is not limited to: intended geographic use of the Product, any technical requirements for use of the Product, Support Services (which may vary by geography), information regarding Open Source Software and a description of Provider’s security practices. This EULA does not grant you any intellectual property license or right in the Products, except the right to use the Products in accordance with this EULA.
License Grant. Subject to Customer’s compliance with the terms of this EULA, Provider hereby grants to Customer, during the term of the Subscription, a nonexclusive, worldwide (unless otherwise noted in the Product Listing), non-sublicensable, nontransferable (except in connection with an assignment permitted under Section 13), non-terminable (except as provided in Section 8) license under all Proprietary Rights in and to the Product, or the applicable Product component, to internally deploy, operate, and use the Product in Customer’s or its User’s Computing Environment and to allow its Users to access and use the Product, or the applicable Product component, as so deployed, in accordance with the Product Listing, the usage purchased in the Subscription, and the terms and conditions of this EULA. Customer may use the Product only: (a) in support of the internal operations of Customer’s business(es); (b) internally in connection with Customer’s products and services (but, for clarity, subject to Section 2.4 at all times and not as a stand-alone product or service of Customer or on a reseller basis); and (c) in connection with Customer’s interactions with Users. Customer may make a reasonable number of copies of the Documentation as necessary to use such Product in accordance with the rights granted under this EULA, provided that Customer includes all proprietary legends and other notices on all copies. Provider retains all rights not expressly granted to Customer under this EULA.
Affiliates. Customer may authorize Customer’s Affiliates to use and access the Product. With respect to Affiliates that Customer authorizes to use and access the Product: (a) Customer remains responsible for all obligations hereunder arising in connection with such Affiliate’s use of the Product; and (b) Customer agrees to be directly liable for any act or omission by such Affiliate to the same degree as if the act or omission were performed by Customer such that a breach by an Affiliate of the provisions of this EULA will be deemed to be a breach by Customer. The performance of any act or omission under this EULA by an Affiliate for, by or through Customer will be deemed the act or omission of Customer.
Acceptable Use and Requirements. You and your Users may not use, and will not allow others to use, the Products, and the Outputs if expressly stated so: (a) for any illegal or fraudulent activity; (b) to violate the rights of others, including privacy rights of others, such as unlawful tracking, monitoring, and identification; (c) to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm; (d) for harm or abuse of a minor, including any content or activity that promotes grooming, child sexual exploitation, or abuse; (e) to interfere or disrupt the performance of the Product; (f) to perform penetration or vulnerability testing on the Product, or violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device; (g) to copy, distribute, publish, send, or facilitate the sending of the Products, including through unsolicited mass email or other messages, promotions, advertising, or solicitations (or “spam”); (h) for the purposes of modifying, adapting, translating, making alterations to or making derivative works based on the Products or any part thereof; (i) to reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, architecture, parameters, or underlying weights of any Products; (j) with respect to the Output and Products, to develop, train, or improve your or a third-party’s product, model, technology, or service; (k) with respect to the Output or Products, to evaluate or benchmark your or a third-party models; (l) for the purposes of renting, loaning, sublicensing, leasing, distributing or granting of other rights to any part of the Product to third parties, including as a consultant, service bureau or application service provider (unless mutually agreed otherwise in writing); (m) for intentional disinformation or deception; (n) to depict a person’s voice or likeness without their consent or other appropriate rights, including unauthorized impersonation and non-consensual sexual-imagery; (o) to harass, harm, or encourage the harm of individuals or specific groups; (p) to intentionally circumvent safety filters and functionality or prompt models to act in a manner that violates this EULA or Documentation; or (q) to perform a lethal function in a weapon without human authorization or control. You are responsible for any breach of this EULA by Users.
Fees and AWS Agreement. AWS is the seller of record and will set the applicable fees for your use of the Services. The pricing and term of the Subscription are set forth in the Product Listing and your payment of the fees and applicable taxes to AWS for your use of the Services is governed by your applicable agreement with AWS regarding access to and use of AWS products or services (“AWS Agreement”). This EULA does not limit any obligations or rights you or AWS have under the AWS Agreement.
Suspension. We may request that AWS, suspend your access to any portion or all of the Products if we reasonably believe or determine that (a) there is a risk to or attack on any of the Products or your or your Users’ use of the Product poses a material risk to the security of the Product; (b) you or any User is using the Products in violation of Section 2.2 or 2.4 of this EULA; or (c) the Products become prohibited by applicable law (each, a “Product Suspension”). We will use reasonable efforts to provide written notice of any Product Suspension to you and work with AWS to restore access as soon as reasonably possible after the event giving rise to the Product Suspension is cured, where curable. You additionally acknowledge and agree that AWS may suspend your access to the Products. We will have no liability for any losses (including any loss of data or profits) that you experience as a result of a Product Suspension or other suspension by AWS.
Open Source Software. Products may contain or be provided with Open Source Software. If Customer’s use of the Product subjects Customer to the terms of any license governing the use of Open Source Software, then information identifying such Open Source Software and the applicable license will be incorporated or referenced in the Product Listing or Documentation. The terms of this EULA apply to Open Source Software (a) to the extent not prohibited by the license to which the Open Source Software is subject, including without limitation, warranties and indemnification, and (b) except to the extent required by the license to which the Open Source Software is subject, in which case the terms of such license will apply in lieu of the terms of this EULA only with respect to such Open Source Software, and not to the entire Product, including without limitation any provisions governing attribution, access to source code, modification, and reverse-engineering.
Support Services. Provider will make available to Customer Documentation concerning the use and operation of the Product, and Provider will provide Support Services to Customer as described, incorporated, or referenced in the Product Listing.
Proprietary Rights; Privacy and Data Use.
Proprietary Rights. Subject to the rights expressly granted in this EULA, we retain all right, title, and interest we may have in and to the Products (including the Models) including all intellectual and proprietary rights in and to the Products. Subject to this EULA: (a) we make no claim to ownership of, and have no rights to, any text, documents, images, prompts, , training data provided by Customer, its Affiliates, or its or their Users, or other material that is submitted by or on behalf of you to the Products in order to receive a result generated by the Products (“Inputs”) or content generated by the Products based on your Inputs (“Outputs”); and (b) if customization functionality is enabled with respect to the Products, you will have exclusive use of and access to any incremental improvements, fine-tuning or other modifications to the Products created by you or your Users using that functionality (“Customizations”) (provided that you acknowledge and agree that Outputs and any such fine-tuning or modified features may be similar and bear resemblance to Outputs, fine-tuning and modified features resulting from our or other third parties’ use of the Products and Provider is not liable in any manner for such possibility or occurrence). We assign and transfer to you any and all right and title we may have in the Outputs. We have no rights under this EULA to access your AWS account, including any Inputs or Outputs contained in your account. We will not train, develop, or improve our Products with your Inputs or Outputs. If you choose to provide us with ideas, suggestions, or proposals (“Feedback”), you grant us a non-exclusive, perpetual, irrevocable, sub-licensable, transferable, worldwide, royalty-free license to use such Feedback in any manner without any obligation or restriction.
Privacy and Data Use. To the extent required under applicable Laws, Provider will treat all personal data as defined under applicable Laws regarding data privacy protection provided to Provider as part of Customer Information in accordance with Provider’s Data Processing Addendum, which Provider may update from time to time (the “DPA”). Notwithstanding anything to the contrary in the DPA, Provider will not access or have any rights to any Customer Inputs, Outputs, or Customizations. Unless otherwise agreed by you and Provider, Provider will only use Customer Information to provide training and technical support, facilitate professional service offerings, and for Provider’s tracking of sale’s metrics.
Confidentiality.
Scope. This Section 4 applies to the exchange of Confidential Information in connection with the Products purchased through AWS Marketplace. “Confidential Information” means any nonpublic information directly disclosed or made accessible by either Party (“Discloser”) to the other Party (“Recipient”) pursuant to this EULA that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential, including without limitation technical data, models, processes, trade secrets, know-how, research, inventions, designs, and architecture, security information, and other technical, financial or business information, and any third-party information that the Discloser is required to maintain as confidential. Confidential Information will not, however, include any information that: (a) was publicly known or generally available to the public before the time of disclosure; (b) becomes publicly known or is made generally available to the public after disclosure from the Discloser through no fault of Recipient; (c) is in the possession of Recipient, without restriction as to use or disclosure, at the time of disclosure; (d) was lawfully received, without restriction as to use or disclosure, from a third-party who was free to share with Recipient; or (e) is developed by Recipient independently from this EULA and without use of or reference to Discloser’s Confidential Information or intellectual property. The Parties agree that the Products are the Provider’s Confidential Information.
Obligations. Each Party will maintain as confidential and will safeguard from unauthorized disclosure or use the Confidential Information of the other Party using all reasonable precautions. Each Party will protect such Confidential Information with the same degree of care that a prudent person would exercise to protect its own confidential information of a like nature, and to prevent the unauthorized, negligent, or inadvertent use, disclosure, or publication thereof or access thereto. Each Party will restrict disclosure of Confidential Information to individuals who need to know such Confidential Information in connection with this EULA and are bound to confidentiality obligations at least as protective as the restrictions set forth in this Section 4. Each Party will promptly notify the other Party of any unauthorized use or disclosure of the other Party’s Confidential Information and will limit further use or disclosure. Neither Party will use Confidential Information of the other Party for any purpose other than fulfilling its obligations or exercising its rights under this EULA. If required by law or governmental action, Recipient may disclose Confidential Information as so required but will give prior notice (when legally permitted) to Discloser and permit Discloser to intervene and request protective orders or confidential treatment for such disclosed Confidential Information. Recipient must still treat such information as Confidential Information.
Publicity. Neither Party will issue any press release or make any other public communication with respect to this EULA or your use of the Products without the other Party’s prior written consent.
Warranties.
Mutual. Each Party represents and warrants that (a) it is authorized to enter this EULA, (b) it complies and shall comply with all applicable Laws, and (c) this EULA and each Party’s performance hereunder will not breach or be in conflict with any other agreement to which the Party is a party.
Customer Warranties. You represent and warrant that you have all rights and consents required to provide or submit Customer Information and Inputs to the Products.
Provider Warranties. Provider represents and warrants to Customer that: (a) the Product will conform, in all material respects, to the Documentation for the term of the Subscription; (b) Provider will use commercially reasonable efforts to ensure that the Product, or a component of a Product, provisioned for deployment in the Customer’s Computing Environment will not, at the time of deployment, contain any automatic shut-down, lockout, “time bomb”, or similar mechanisms that could interfere with Customer’s exercise of its rights under this EULA; (c) Provider will use commercially reasonable efforts to implement industry standard practices designed to detect and protect the Product against any viruses, “Trojan horses”, “worms”, spyware, adware or other harmful code designed or used for unauthorized access to or use, disclosure, modification or destruction of information within the Product or interference with or harm to the operation of the Product or any systems, networks or data, including, if deemed necessary by Provider, scanning the Product for malware and other security vulnerabilities and with up to date scanning software or Product prior to making the Product available to Customer; and (d) the Product, and Customer’s use thereof as permitted under this EULA, will not be subject to any license or other terms that require that any Customer data, Customer materials, or any software, documentation, information, or other materials integrated, networked or used by Customer with the Product, in whole or in part, be disclosed or distributed in source code form, be licensed for the purpose of making derivative works, or be redistributable at no charge.
Remedies. If any Product fails to conform to the foregoing warranties, Provider promptly will, at its option and expense, correct the Product as necessary to conform to the warranties. If Provider does not correct the Product to conform to the warranties within a reasonable time, not to exceed thirty (30) days (or such other period as may be agreed upon by the Parties) (the “Cure Period”), as Customer’s sole remedy and Provider’s exclusive liability, Customer may for a period of thirty (30) days following the conclusion of the Cure Period (or such other period as may be agreed upon in writing by the Parties), elect to terminate the Subscription and this Agreement without further liability and Provider will provide Customer with a refund of any fees prepaid to Provider by Customer, prorated for the portion of the Subscription unused at the time Customer reported the breach of warranty to Provider, as well as, if applicable, any service credits available under Provider’s Support Services or other policies.
Disclaimer. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THIS EULA OR TO THE EXTENT PROHIBITED BY LAW, WE DISCLAIM ALL WARRANTIES OF EVERY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE PRODUCTS, ANY RELATED SERVICES PROVIDED, AND WE HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. PROVIDER DOES NOT WARRANT: (A) THAT THE PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS; OR (B) THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE.
Term and Termination.
Term. This EULA will continue in full force and effect until conclusion of the Subscription, unless terminated earlier as provided by this EULA.
Termination. This EULA will continue as long as you continue to use the Products, unless terminated earlier under this Section. We may terminate this EULA if you materially breach the EULA and do not cure the breach within thirty (30) days following of the date of a written notice of the breach from us. Upon termination or expiration of this EULA, your right to use the Products will terminate, and your access to the Products may be disabled. Notwithstanding anything to the contrary (except subject to the survival clause below), you acknowledge and agree that, unless this EULA is terminated earlier in accordance with its terms, Provider’s obligations hereunder will last for (a) the term of the Subscription, provided that the Products remain listed on AWS Marketplace during such Subscription, or (b) no more than eighteen (18) months following removal of the Products from AWS Marketplace.
Effect of Termination. Upon termination or expiration of the Subscription or this EULA, Customer’s right to use the Product licensed under such Subscription will terminate, and Customer’s access to the Product provided under such Subscription shall be disabled and discontinued. Sections 2.3-2.6, 3, 4, 6, 7, 8.2-8.3, 9, 10, 11, 12 and 13 will survive any expiration or termination of this EULA.
Limitations of Liability. Except for breaches of Section 4 (Confidentiality), breaches of Section 2.4 (Acceptable Use and Requirements), each Party’s indemnification obligations for Proprietary Rights infringement or misappropriation under Section 10 (Indemnification), and in the case of either Party’s gross negligence, willful misconduct, or fraud, in no event will: (a) either Party be liable to the other Party for any loss of data, loss of profits, cost of cover, or other indirect, special, punitive, incidental, or consequential damages arising out of or in connection with this EULA, however caused and regardless of theory of liability; nor will (b) either Party’s liability for direct damages under this EULA exceed the fees and other amounts paid and required to be paid by you for use of the Products in the twelve-month period preceding the claim (“General Cap”).
Indemnification.
Provider Products Indemnity. We will defend you, your Affiliates, and your employees, officers, and directors from and against any third-party claim alleging that the Products infringe or misappropriate that third-party’s Proprietary Rights, and will pay the amount of any adverse final judgment or settlement. We will have no liability or obligation under this Section 10.1 for any claims arising out of: (a) Inputs or other data provided by or on behalf of you; (b) your use of the Products in breach of this EULA; (c) Customizations; (d) your use of the Products with a third-party’s service, product or Proprietary Rights; (e) your use of the Products after receiving notice to stop using the Products; or (f) your use of the Products in a manner that you know or reasonably should know violates or infringes a third-party’s Proprietary Rights.
Provider Output Indemnity. We will defend you, your Affiliates, and your employees, officers, directors from and against any third-party claim alleging that the Output generated by the Products infringes or misappropriates that third-party’s Proprietary Rights and will pay the amount of any adverse final judgment or settlement. We will have no liability or obligation under this Section 10.2 with respect to any claim: (a) arising from Output generated in connection with Inputs or other data provided by you that, alone or in combination, infringes or misappropriates another Party’s Proprietary Rights; (b) if you disregard instructions made available for the Products; (c) if your use of the Products breaches the EULA; (d) if you have made Customizations to the Products or have used the Outputs with a third-party’s service, product or Proprietary Rights, and the alleged infringement or misappropriation would not have occurred but for this Customization or, as applicable, such use with a third-party’s service, product or Proprietary Rights; (e) arising after you receive notice to stop using the Output; (f) arising from Output that you know or reasonably should know may infringe or misappropriate another party’s Proprietary Rights; or (g) alleging that your use of Output infringes a third-party’s trademark or related rights (collectively, the foregoing (a)-(g) together with (a)-(f) of Section 10.1, “Excluded Claims”). The remedies in this Section are the sole and exclusive remedies under the EULA for any third-party claims alleging that the Output generated by the Products infringes or misappropriates a third-party’s Proprietary Rights.
Customer Indemnity. You will, at your expense, indemnify, defend, and hold harmless us and our Affiliates and our employees, officers, and directors against any third-party claim (a) alleging that any of your Inputs, or Customer Information infringe or misappropriate that third-party’s Proprietary Rights, (b) relating to any Excluded Claims or (c) any third-party claim arising out of your breach of this EULA, and will pay the amount of any adverse judgment or final settlement.
Process. The indemnification obligations in this Section 10 will apply only if the Party seeking defense or indemnity: (a) gives the other Party prompt written notice of the claim (provided that any delay in providing notice shall not relieve the indemnifying Party of its obligations unless such delay materially prejudiced the indemnified Party); (b) permits the other Party to control the defense and settlement of the claim (provided that the indemnified Party has the right to join the defense); and (c) reasonably cooperates with the other Party (at the other Party’s expense) in the defense and settlement of claim. In no event will a Party agree to any settlement of any claim that involves any commitment (including without limitation admission of guilt or fault, payment of money, or publicity), without the written consent of the other Party.
Force Majeure. Except for a Party’s payment obligations in connection with this EULA, neither Party will be liable hereunder for any failure or delay in the performance of its obligations in whole or in part, on account of riots, fire, flood, earthquake, explosion, epidemics, war, strike or labor disputes (not involving the Party claiming force majeure), embargo, civil or military authority, act of God, governmental action or other causes beyond its reasonable control and without the fault or negligence of such Party or its personnel and such failure or delay could not have been prevented or circumvented by the non-performing Party through the use of alternate sourcing, workaround plans or other reasonable precautions.
Governing Law; Disputes. This EULA is governed by the laws of the State of New York, without reference to its conflict of law rules. Each Party agrees to exclusive personal jurisdiction and venue in the federal and state courts in New York County, New York, for any dispute arising out of this EULA. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA.
General. Neither Party may assign this EULA without the prior written consent of the other Party, except that we may assign this EULA with your prior written consent to an Affiliate or in connection with any merger, reorganization, sale of all or substantially all of our assets, or any similar transaction. Effective upon such assignment, the assignee is deemed substituted for us as a Party to this EULA, and we are fully released from all of our obligations and duties to perform under this EULA. Any assignment or transfer in violation of this Section will be void. Subject to this Section, this EULA will be binding upon, and inure to the benefit of, the Parties and their respective permitted successors and assigns. This EULA is the entire agreement between you and us and supersedes all prior or contemporaneous agreements between you and us, whether written or verbal, regarding the subject matter of this EULA. Other than as expressly referenced to otherwise hereunder, no shrink-wrap, click-acceptance or other terms and conditions outside this EULA provided by a third-party with respect to the Products (“Additional Terms”) will be binding on Customer or its Users, even if use of the Products, or any part thereof, requires an affirmative “acceptance” of such Additional Terms before access to or use of the Products, or any part thereof, is permitted. All such Additional Terms will be of no force or effect and will be deemed rejected by Customer in their entirety. For clarity, the Product Listing, Documentation, and AWS Agreement are not Additional Terms subject to this restriction. Any failure or delay by either Party to exercise or partially exercise any right under this EULA will not be deemed a waiver of such right. A waiver will be valid only if made in writing by the Party making the waiver. If any term of this EULA is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this EULA will not be affected and will be valid and enforceable to the fullest extent permitted by law. In the event of any conflict between the Product Listing and this EULA, this EULA will govern. In the event of any conflict between this EULA and/or the Product Listing and the AWS Agreement, the AWS Agreement will apply solely with respect to terms governing your payment of fees and taxes for the Products or for your use of AWS Marketplace and AWS and its Affiliates’ services and products. To be effective, notice under this EULA must be given in writing (email sufficient). This EULA does not create any third-party beneficiary rights in any individual or entity that is not a Party to this EULA.
Definitions.
“AWS Marketplace” means the marketplace operated by Amazon Web Services, Inc., which is currently located at https://aws.amazon.com/marketplace/, as it may be updated or relocated from time to time.
“Customer’s Computing Environment” means the Customer computing environment in which Provider authorizes use of the Subscription.
“Customer Information” means any data or information regarding Customer to which Provider has access in connection with the Products.
“Documentation” means the user guides, manuals, instructions, specifications, notes, documentation, printed updates, “read-me” files, release notes and other materials related to the Product (including all information included or incorporated by reference in the applicable Product Listing), its use, operation or maintenance, together with all enhancements, modifications, derivative works, and amendments to those documents, that Provider publishes or provides under this EULA.
“Models” means the machine learning models provided as part of the Product.
“Open Source Software” means software distributed under a licensing or distribution model that is publicly available and makes the source code to such software available to licensees for use, modification and redistribution.
“Product” means the computer software and any associated data, content and/or products identified in the applicable Product Listing that Provider provides or is obligated to provide as part of a Subscription, including any Documentation, patches, bug fixes, corrections, remediation of security vulnerabilities, updates, upgrades, modifications, enhancements, derivative works, new releases and new versions of the foregoing that Provider provides as part of the Subscription.
“Product Listing” means the description of Product and other product information listed on the AWS Marketplace, including Support Services and policies and procedures incorporated or referenced in the product information. The Product Listing may also describe, incorporate or reference security practices or disclosures concerning Open Source Software.
“Proprietary Rights” means all intellectual property and proprietary rights throughout the world, whether now known or hereinafter discovered or invented, including, without limitation, all: (a) patents and patent applications; (b) copyrights and mask work rights; (c) trade secrets; (d) trademarks; (e) rights in data and databases; and (f) analogous rights throughout the world.
“Subscription” means a subscription for provisioning and use of a Product, in the specific quantities or other applicable dimensions set forth in the Product Listing, that is purchased by Customer.
“Support Services” means the support and maintenance services for the Product that Provider provides, or is obligated to provide, as described in the Product Listing.
